S-3

As filed with the Securities and Exchange Commission on April 7, 2006

Registration Statement No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wellman, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	04-1671740
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1041 521 Corporate Center Drive
Fort Mill, South Carolina 29715
(803) 835-2000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Keith R. Phillips
Vice President and Chief Financial Officer
1041 521 Corporate Center Drive
Fort Mill, South Carolina 29715
(803) 835-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES OF COMMUNICATIONS TO:

D. Roger Glenn
Edwards Angell Palmer & Dodge LLP
750 Lexington Avenue
New York, New York 10022
(212) 756-0299

	Jurisdiction of	I.R.S. Employer
	Incorporation/	Identification
Exact Name of Additional Registrants	Organization	Number
ALG, Inc.	Delaware	06-1363480
Carpet Recycling of Georgia, Inc.	Georgia	22-3540295
FIISB, Inc.	Delaware	22-3632820
Fiber Industries, Inc.	Delaware	74-2482140
Finwell, Inc.	Delaware	20-0443017
Josdav, Inc.	Delaware	06-1180148
MED Resins, Inc.	Delaware	22-3691285
MRF, Inc.	Delaware	22-3379570
PermaClear East, Inc.	Delaware	22-3643302
Prince, Inc.	Delaware	06-1298064
PTA Resources, LLC	Delaware	13-4051390
Warehouse Associates, Inc.	South Carolina	57-0629137
Wellman of Mississippi, Inc.	Delaware	64-0877945
Wellman Resins, LLC	Delaware	N/A

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

CALCULATION OF REGISTRATION FEE

	Amount	Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	to be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered	per Unit	Offering Price	Fee(1)
Common Stock, $0.001 par value per share(2)	(3)	(4)	(4)
Debt Securities	(3)	(4)	(4)
Warrants	(3)	(4)	(4)
Stock Purchase Contracts(5)	(3)	(4)	(4)
Units	(3)	(4)	(4)
Guarantees of Debt Securities(6)	—	—	—
Total			$400,000,000	$42,800

(1)	Calculated pursuant to Rule 457(o) under the Securities Act.
(2)	Also being registered are rights to purchase shares of the registrant’s common stock, which rights are attached to the shares of common stock being registered. These rights, if issued, will be issued for no additional consideration. Pursuant to Rule 457(g) under the Securities Act, no additional registration fee is required in connection with the registration of the rights.
(3)	There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock or debt securities, such indeterminate number of stock purchase contracts, and such indeterminate number of units as shall have an aggregate initial offering price not to exceed $400,000,000. If any debt securities are issued at an original issued discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $400,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and amount of debt securities as may be issued upon conversion of or exchange of debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions or applicable antidilution provisions.
(4)	The proposed maximum aggregate offering price for a class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(5)	Stock purchase contracts may be part of a stock purchase unit consisting of (a) a common stock purchase contract, under which the holder, upon settlement, will purchase a fixed or varying number of shares of common stock, and (b) a beneficial interest in either debt securities or debt or equity obligations of third parties, including U.S. government securities, purchased with the proceeds from the sale of the stock purchase units. No separate consideration will be received for the stock purchase contracts or the related beneficial interest.
(6)	One or more of our domestic subsidiaries may fully and unconditionally guarantee any series of debt securities of Wellman, Inc. Pursuant to Rule 457(n) under the Securities Act no separate fee is payable with respect to the guarantees of the debt securities being registered.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 7, 2006

PROSPECTUS

Wellman, Inc.

$400,000,000

Common Stock

Debt Securities

Warrants

Stock Purchase Contracts

Units

The aggregate initial offering price of the securities that we offer will not exceed $400,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.

When we offer securities, we will provide you with a prospectus supplement or term sheet describing the specific terms of the specific issue of securities, including the offering price of the securities. You should carefully read this prospectus and the prospectus supplements or term sheets relating to the specific issue of securities together with additional information described under the heading “Where You Can Find More Information” beginning on page 30 of this prospectus before you decide to invest in any of these securities.

Our Common Stock is listed on the New York Stock Exchange under the symbol “WLM”. On April 6, 2006, the last reported sale price for our Common Stock was $6.38 per share.

In this prospectus, “Wellman,” “we,” “us,” and “our” refer to Wellman, Inc., excluding, unless the context otherwise requires, its subsidiaries.

INVESTING IN OUR SECURITIES INVOLVES RISKS.  SEE “RISK FACTORS” BEGINNING ON PAGE 2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement.

The date of this prospectus is          , 2006.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		1
THE COMPANY		1
THE SUBSIDIARY GUARANTORS		2
RISK FACTORS		2
FORWARD-LOOKING STATEMENTS		8
USE OF PROCEEDS		9
RATIO OF EARNINGS TO FIXED CHARGES		9
DESCRIPTION OF CAPITAL STOCK		9
DESCRIPTION OF DEBT SECURITIES		15
DESCRIPTION OF WARRANTS		24
DESCRIPTION OF STOCK PURCHASE CONTRACTS		25
DESCRIPTION OF UNITS		27
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		29
EXPERTS		29
WHERE YOU CAN FIND MORE INFORMATION		30
INCORPORATION BY REFERENCE		30
EX-4.3 Certificate of Incorporation of ALG, Inc.
EX-4.4 By-Laws of ALG, Inc.
EX-4.5 Articles of Incorporation of Carpet Recycling of Georgia, Inc.
EX-4.6 By-Laws of Carpet Recycling of Georgia, Inc.
EX-4.7 Certificate of Incorporation of FIISB, Inc.
EX-4.8 By-Laws of FIISB, Inc.
EX-4.9 Certificate of Incorporation of Fiber Industries, Inc.
EX-4.10 By-Laws of Fiber Industries, Inc.
EX-4.11 Certificate of Incorporation of Finwell, Inc.
EX-4.12 By-Laws of Finwell, Inc.
EX-4.13 Certificate of Incorporation of Josdav, Inc.
EX-4.14 By-Laws of Josdav, Inc.
EX-4.15 Certificate of Incorporation of MED Resins, Inc.
EX-4.16 By-Laws of MED Resins, Inc.
EX-4.17 Certificate of Incorporation of MRF, Inc.
EX-4.18 By-Laws of MRF, Inc.
EX-4.19 Certificate of Incorporation of PermaClear, Inc.
EX-4.20 By-Laws of PermaClear, Inc.
EX-4.21 Certificate of Incorporation of Prince, Inc.
EX-4.22 By-Laws of Prince, Inc.
EX-4.23 Certificate of Formation of PTA Resources LLC
EX-4.24 Limited Liability Company Agreement of PTA Resources LLC
EX-4.25 Articles of Incorporation of Warehouse Associates, Inc.
EX-4.26 By-Laws of Warehouse Associates, Inc.
EX-4.27 Certificate of Incorporation of Wellman of Mississippi, Inc.
EX-4.28 By-Laws of Wellman of Mississippi, Inc.
EX-4.29 Certificate of Formation of Wellman Resins LLC
EX-4.30 Limited Liability Company Agreement of Wellman Resins LLC
EX-4.35 Form of Indenture
EX-5.1 Legal Opinion of Edwards Angell Palmer & Dodge LLP
EX-12.1 Statement Re: Computation of Ratio of Earnings to Fixed Charges
EX-23.1 Consent of Ernst & Young LLP
EX-23.2 Consent of KPMG Chartered Accountants

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, we may offer shares of our common stock, various series of debt securities, other securities described herein and/or warrants to purchase any of such securities, either individually or in units, in one or more offerings, with a total value of up to $400,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of those securities. We may also add, update or change in a prospectus supplement any of the information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering.

You should carefully read both this prospectus and the applicable prospectus supplement together with the additional information described under “Where You Can Find More Information” before buying securities in this offering. You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, if any, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part (or will be incorporated by reference from a current report on Form 8-K that we file with the SEC), and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

THE COMPANY

We are principally engaged in the manufacture and marketing of high-quality PermaClear^® brand polyethylene terephthalate (PET) packaging resins and Fortrel^® brand polyester staple fibers. We believe we are the world’s largest PET plastics recycler, utilizing a significant amount of recycled raw materials in our manufacturing operations. At December 31, 2005, we had stated annual operating capacity to manufacture approximately 1.5 billion pounds of PET resins and 0.8 billion pounds of polyester staple fiber at five major production facilities in the United States and Europe.

Our operations are classified into two reportable operating segments: the Packaging Products Group (or PPG) and the Fibers and Recycled Products Group (or FRPG). Our PermaClear^® PET resins are produced by the PPG from purified terephtalic acid (PTA) and monoethylene glycol (MEG) and EcoClear^® PET resins are produced from a combination of chemical and recycled raw materials. These resins are primarily used in the manufacture of plastic soft drink bottles and other food and beverage packaging. The FRPG produces Fortrel^® polyester staple fibers and nylon engineering resins that are primarily used in apparel, non-woven, home furnishing and industrial products. The polyester fibers are produced from PTA and MEG and recycled raw materials.

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Our executive offices are located at 1041 521 Corporate Center Drive, Fort Mill, South Carolina 29715 and our telephone number is (803) 835-2000. We maintain an Internet website at www.wellmaninc.com. Information at our Internet site is not, and should not be deemed to be, part of this prospectus.

THE SUBSIDIARY GUARANTORS

One of more of our domestic subsidiaries may fully and unconditionally guarantee any series of debt securities offered by this prospectus, as set forth in a related prospectus supplement. These subsidiaries are sometimes referred to in this prospectus as possible subsidiary guarantors. The term “subsidiary guarantors” with respect to a series of debt securities refers to those subsidiaries listed above that guarantee that series of debt securities. The applicable prospectus supplement will name the subsidiary guarantors, if any, for that series of debt securities and will describe the terms of the guarantee by the subsidiary guarantors.

RISK FACTORS

You should carefully consider the risks described below and the risks described in any prospectus supplement or any of the documents incorporated here or therein by reference in evaluating us, our business and any investment in our securities. Additional risks not presently known to us may also impair our business operations. If any of those risks actually occur, our business, financial condition or results of operations would likely suffer and the trading price of our securities could decline, which means you may lose all or part of your investment.

Risks Related to Our Business

Reduced raw material margins could adversely affect our operating results.

Raw material margin, which is the difference between our net selling price and the cost of our raw materials, is an extremely important factor in determining our operating results. Selling prices are influenced by competition and capacity utilization, which is the demand for product divided by total industry capacity. Demand for our product is determined principally by growth in end-use markets, substitution of our product for other products, economic conditions, imports, and our products’ competitive cost position. Supply is determined by worldwide capacity, which is expanding for both PET resin and polyester staple fiber. Any reduction of selling prices, failure to achieve announced selling price increases, or any significant expansion in capacity over demand could reduce our operating results. Any increase in raw material costs (see “Our operations are dependent on the availability and cost of our raw materials” below) without a corresponding increase in selling price would reduce our raw material margins and operating results. A material change in demand, supply, general economic conditions or uncertainties regarding future economic prospects could have a material adverse effect on our operating results.

Our operations are dependent on the availability and cost of our raw materials.

Our operations are substantially dependent on the availability and cost of our two primary raw materials, PTA and MEG, and to a lesser extent our recycled raw materials. We currently rely on a single producer for our domestic supply of PTA and a small number of sources for MEG. The effect of the loss of any producer, a disruption in their businesses or a failure to meet our product needs on a timely basis would depend primarily upon the length of time necessary to find a suitable alternative source. Temporary shortages in needed raw materials could have a material adverse effect on our results of operations. We cannot be sure that we would be able to secure an alternative source of supply at a competitive cost in a timely manner if any of these situations were to occur.

The prices of PTA and MEG, purchased pursuant to long-term contracts, have fluctuated in the past and are expected to fluctuate in the future. Recycled raw materials are purchased from many different suppliers, including some under long-term supply contracts. The costs of recycled raw materials are variable and determined by regional and worldwide supply and demand.

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Reduced sales volume could adversely affect our operating results.

Sales volume is another important factor in determining our operating results. Our sales volume is influenced by competition and customer demand. A material change in demand, supply, general economic conditions or uncertainties regarding future economic prospects could have a material adverse effect on our sales volume and negatively impact our unit costs and operating results.

Increases in costs could adversely affect our operating results.

Our inability to maintain our cost structure and efficiently operate our manufacturing facilities may reduce our operating results. In addition, increases in certain non-controllable costs where the expense we incur may change based on external factors may reduce our operating results. Examples of these costs are energy, insurance, tax and pension costs. Energy costs are impacted by changes in petrochemical costs and, as these increase, our cost of natural gas, electricity, and oil increases and may reduce our operating results by increasing our production costs. Insurance costs change depending on the market and our experience, and pension costs are impacted by the changes in the equity and debt markets.

Polyester staple fiber, textile and PET resin imports could adversely impact our margins.

North American Free Trade Agreement (NAFTA) manufacturers of polyester fiber and PET resins could be severely impacted by imports of fiber, textile products and PET resins, principally from Asian countries. Imports of polyester staple fiber, textiles and PET resin continue to cause an over-supply which decreases our margins. The price and volume of imports have and could continue to significantly impact our operating results.

The growth in textile and apparel imports, especially from Asia, could have a negative impact on our textile customers. All remaining quotas on textile and apparel imports into the United States were eliminated as of January 1, 2005 pursuant to the GATT (now known as the World Trade Organization Agreement) Uruguay Round Agreement enacted in 1994. In November 2005, the United States and China reached a new agreement on 34 textile and apparel categories which will limit most apparel imports to a 10.0% — 12.5% annual growth rate and most textile imports to a 12.5% — 17.0% annual growth rate for 2006 — 2008. This agreement may limit the growth in textile and apparel imports from China during this period; however, growth in textile and apparel imports may accelerate from other Asian countries whose quotas are completely eliminated.

Producers of polyester staple fiber and PET resin in the United States and the European Union benefit from favorable rules and regulations that affect imports of selected products produced in certain countries. Imports of polyester staple fiber into the European Union from Australia, India, Indonesia, Korea, Belarus, China, Saudi Arabia, and Thailand are subject to anti-dumping and countervailing duties. PET resin products imported into the European Union from Australia, China, India, Indonesia, Korea, Malaysia, Taiwan and Thailand currently have anti-dumping duties and for India, Malaysia and Thailand, countervailing duties. Certain polyester staple products imported into the U.S. from South Korea and Taiwan are subject to anti-dumping duties. Adverse changes in any of these rules or anti-dumping or countervailing determinations could affect the demand and selling price for our products and adversely affect our operating results.

The actions of our competitors may adversely affect our operating results.

Our businesses compete on a variety of factors such as price, product quality, performance or specifications, continuity of supply, customer service and breadth of product line. Major competitors include diversified industrial companies, some of which are larger and/or have greater financial resources. Changes in a competitor’s business behavior may adversely affect our financial performance.

The financial condition of our customers impacts our operating results.

Our customers include manufacturers of plastic containers, textile mills, yarn spinners, manufacturers of non-woven fabrics, and the injection molding industry. One customer represented approximately 23% of our

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PPG’s total net sales for 2005 and 13% of our total net sales for 2005. Five customers represented 55% of our PPG’s total net sales for 2005. Our FRPG does not have any single customer that accounts for 10% or more of its net sales for 2005. If our customers have financial difficulties, this could affect our operating results by decreasing our sales and/or resulting in the uncollectibility of accounts receivable.

The availability and costs of our financing could adversely affect our operating results.

Certain events relating to us or the financial markets could reduce our access to financing and/or increase our financing costs. If current business conditions deteriorate or other events occur that result in a breach of our covenants, our lenders would have the right to cause all of our debt to become due and payable. If this occurs, there is no certainty the debt could be refinanced and, if it were refinanced, we would probably incur increased costs.

For additional information, see “Capital Resources and Liquidity” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed March 15, 2006.

Additional liabilities may be proposed by tax authorities.

We have entered into global tax planning initiatives in the normal course of our business. These initiatives are subject to review by tax authorities. It is possible that additional liabilities may be proposed by tax authorities as a result of these reviews and that some of the reviews could be resolved unfavorably.

Actual costs for environmental matters may vary from the estimates.

Actual costs and future estimated costs for identified environmental situations may change. Given the inherent uncertainties in evaluating environmental exposures due to unknown conditions, changing government regulations and legal standards regarding liability and evolving related technologies, we could have higher future environmental expenditures than we have estimated.

Changes in foreign currency exchange rates could adversely affect our operating results.

A portion of our operating results occurs in entities where the functional currency is not the U.S. dollar. When these currencies weaken against the dollar, our financial results and the value of our investment in the foreign subsidiary decreases. In addition, our foreign subsidiaries conduct business in currencies other than their functional currency. Changes in the relative strength of these currencies can adversely affect the financial results of the foreign subsidiaries in their functional currency and a material change in foreign currency exchange rates could adversely affect our operating results.

Adverse results in current legal proceedings could adversely affect our operations.

Indirect purchasers of polyester staple fiber products have filed 40 purported class action lawsuits alleging violations of state antitrust or unfair competition laws and certain state consumer protection acts against us and certain other persons in various state courts. In each of these lawsuits, the plaintiffs allege that the defendants engaged in a conspiracy to fix prices of polyester staple fiber products. These indirect purchaser cases are pending in Arizona, California, the District of Columbia, Florida, Kansas, Massachusetts, Michigan, New Mexico, North Carolina, South Dakota, Tennessee, West Virginia and Wisconsin. In all of these cases, the plaintiffs seek damages of unspecified amounts, attorney’s fees and costs and unspecified relief. Certain of the actions claim restitution, injunction against alleged illegal conduct and other equitable relief. These indirect purchaser actions were filed following the Department of Justice’s commencement of an investigation of the pricing practices in the polyester staple fiber industry. Neither we nor any of our employees were ever indicted in connection with this investigation. In October 2004, the Department of Justice publicly announced that there would be no further criminal prosecutions arising out of its investigation. Wellman vehemently denies that we or our employees engaged in price fixing or customer allocation and we intend to vigorously defend against the remaining civil claims unless we can settle them in a cost effective manner.

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Risks Related to Our Common Stock

Warburg Pincus Private Equity VIII, L.P. could convert its preferred stock or exercise its warrants thus giving it significant influence over matters requiring stockholder approval.

Warburg Pincus Private Equity VIII, L.P. (“WP VIII”) holds 11,202,143 shares of preferred stock, which were issued on June 27, 2003 and can be converted into our common stock at a conversion price of $11.25 which is fixed until June 28, 2007. If WP VIII had converted its preferred stock on December 31, 2005 it would have received approximately 23 million shares of common stock. On June 28, 2007 the conversion price will be adjusted downward by the amount that Wellman’s stock price for the preceding 60 days is below $23.00; however, the minimum conversion price is $6.75. WP VIII also holds two warrants, each representing the right to purchase 1,250,000 shares of our common stock at $11.25, which are currently exercisable.

WP VIII’s current ownership interest could give it significant influence if it were to oppose matters requiring our stockholders’ approval, including, but not limited to, adopting or amending provisions of our Restated Certificate of Incorporation, and approving or preventing some mergers or similar transactions, such as a sale of substantially all of our assets. WP VIII’s ability to vote its share for directors after June 27, 2008 could also permit it to influence the future composition of our Board of Directors.

We may be required to facilitate the remarketing of our preferred stock by increasing its dividend rate.

Our outstanding preferred stock provides that if such preferred stock is still outstanding in June 2010 (or earlier upon the occurrence of a change in control or our failure to cure a dividend default), upon the request of the holders of our preferred stock, we would be required to use our reasonable best efforts to facilitate the remarketing of the preferred stock. This means we would be required to increase the dividend rate to the rate necessary to resell all of the preferred stock at a price not less than 100% of its liquidation preference. Alternatively, we would have the option of redeeming the preferred stock for the liquidation preference then in effect. We are required to pay any accrued but unpaid dividends on our preferred stock before we can pay any dividends on our common stock. If we increase the dividend rate of the preferred stock, it would reduce the funds available to pay dividends on our common stock. In the event of a liquidation or bankruptcy event we would be required to pay any amounts due to the preferred stockholders, including any accrued but unpaid dividends on the preferred stock, before making any payments to the common stockholders.

We have obligations to issue shares of common stock in the future that will dilute the ownership interest of our stockholders and may adversely affect our stock price.

Sales of substantial amounts of our common stock in the public market, or the perception that such sales may occur, could adversely affect our common stock’s market price. As of December 31, 2005, there were 32,446,722 shares of our common stock outstanding. As of December 31, 2005, options to purchase an aggregate of 2,591,258 shares of common stock at varying exercise prices were outstanding. While the exercise prices of all of these options were higher than the closing market price of our stock on that date, each of these options was immediately exercisable and these shares could be immediately resold into the public market (subject to potential volume limitations applicable to sales by our affiliates under the securities laws). As described above, WP VIII holds convertible preferred stock and warrants which entitled it to a total of approximately 16.3 million shares of common stock upon conversion or exercise as of December 31, 2005.

Our capital raising efforts may dilute stockholder interests.

If we raise additional capital by issuing equity securities, the issuance will result in a reduction of the percentage of ownership for our existing stockholders, a result commonly referred to as dilution. The extent of such dilution will vary based upon the amount of capital raised.

Our common stock may have a volatile public trading price and low trading volume.

Historically, the market price of our common stock has been volatile and the market for our common stock has experienced significant price and volume fluctuations, some of which are unrelated to our company’s

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operating performance. Since January 1, 2005, the trading price of our stock has fluctuated from a high of $15.42 to a low of $5.36. It is likely that the market price of our common stock will continue to fluctuate in the future. Factors which may have a significant adverse effect on our common stock’s market price include, but are not limited to:

•  reduced raw material margins;

•  the availability and cost of raw materials;

•  reduced sales volume;

•  changes in foreign exchange rates;

•  increases in fixed costs;

•  polyester staple fiber, textile and PET resin imports;

•  actions of our competitors;

•  the financial condition of our customers;

•  the availability and costs of financing;

•  additional liabilities proposed by tax authorities;

•  actual costs of environmental matters;

•  changes in foreign currency exchange rates; and

•  adverse results in current legal proceedings.

The average daily trading volume of our common stock as reported on the New York Stock Exchange for the six-month period ended February 28, 2006 was approximately 231,050 shares.

Anti-takeover provisions in our Shareholder Rights Plan and Delaware law may result in management entrenchment and adversely affect our stock price.

Anti-takeover provisions in our Shareholder Rights Plan and Delaware statutes could delay or make more difficult a merger, tender offer or proxy contest involving us. These provisions may delay or prevent a change of control without action by the stockholders. The ability to prevent a change of control could also make it difficult for stockholders to make changes if they are dissatisfied with the conduct of our management. Therefore, these provisions could result in the entrenchment of our management and adversely affect the price of our common stock.

Upon a person or group acquiring beneficial ownership of 20% or more of our outstanding common stock, our Shareholder Rights Plan gives holders the right to purchase common stock at $60 per share and with a market value of twice that purchase price. At the discretion of our Board of Directors, such rights may be exchanged for common stock at a ratio of one-to-one.

With certain exceptions, Delaware General Corporation Law prohibits individuals who own 15% or more of the outstanding voting stock from engaging in a “business combination” with us for three years following the time that such person obtained such qualifying ownership. “Business combinations” include, among other things, mergers and the sale of more than 10% of our assets.

For more information on the Shareholder Rights Plan and Delaware Law, see “Description of Capital Stock” below.

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Risks Related to Our Debt Securities

A holder’s right to receive payments on the debt securities is effectively subordinate to the rights of our existing and future secured creditors. Further, any guarantees of senior debt securities by the subsidiary guarantors are effectively subordinated to the guarantors’ existing and future secured indebtedness.

Holders of our secured indebtedness and the secured indebtedness of the subsidiary guarantors will have claims to the value of assets securing their indebtedness that are prior to the claims of holders of unsecured senior debt securities. Notably, we and certain of our subsidiaries, including the subsidiary guarantors, are parties to a revolving credit facility which is secured by, among other things, liens on domestic accounts receivable, domestic inventory, pledges of stock of all our domestic subsidiaries and 65% of the voting shares of our first tier foreign subsidiaries, and other related intangibles, and also to two term loans which are secured by liens on, among other things, our domestic real property, plant and equipment. One of the term loans has a second priority security interest in substantially all of our domestic assets. Wellman also guarantees a €20 million credit facility on behalf of certain Irish subsidiaries.

To the extent the debt securities are unsecured, the debt securities will be effectively subordinated to all that secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to our assets that constitute their collateral.

To the extent the debt securities are unsecured, holders of the debt securities will participate ratably in the value of our remaining assets with all holders of our unsecured indebtedness that is deemed to be of the same class as the debt securities, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the debt securities. As a result, holders of debt securities may receive proportionally less than holders of secured indebtedness.

In addition, we may issue debt securities that are not guaranteed by some or any of our subsidiaries. In the event of a bankruptcy, liquidation, reorganization or other bankruptcy proceeding of these non-guarantor subsidiaries, these non-guarantor subsidiaries will pay holders of their debts and their trade creditors before they will be able to distribute any of their assets to us.

A holder’s right to receive payments on the debt securities could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.

Some but not all of our subsidiaries may guarantee the debt securities. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of that subsidiary’s indebtedness and its trade creditors will generally be entitled to payment of their claims from the assets of the subsidiary before any assets are made available for distribution to us.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of the debt securities to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other debts of the applicable guarantor if, among other things, the guarantor, at the time it guaranteed the indebtedness received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee and either:

•  was insolvent or rendered insolvent by reason of such incurrence; or

•  was engaged or about to engage in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

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In addition, any payment by a guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, a guarantor would be considered insolvent if, at the relevant time, the sum of its debts and other liabilities, including contingent liabilities, was greater than the fair value of its assets. A guarantor that generally was not paying its debts as they became due would be presumed to be insolvent.

We may incur additional debt ranking equal or senior to the debt securities.

If we incur any additional debt that ranks equally with any debt securities offered in any prospectus supplement, that additional debt will be entitled to share ratably with the holders of such debt securities in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our company. If we incur any additional debt that ranks senior to any debt securities offered in any prospectus supplement, the holder of that debt will be entitled to be repaid ahead of holders of such debt securities in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our company. This may have the effect of reducing the amount of proceeds paid to a holder of debt securities.

FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this prospectus and the documents that we incorporate by reference contain some forward-looking statements, as that term is defined in the federal securities laws. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not related strictly to historical or current facts. Words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue,” “plan” and similar expressions in this prospectus and the documents that we incorporate by reference identify forward-looking statements. The forward looking statements are based on current view of management with respect to future events, operations and financial performance, and we caution you not to place undue reliance on these forward-looking statements. These statements are only predictions and are not guarantees of future performance. Actual results may differ materially from those projected in the forward-looking statements.

The forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things, those associated with:

•  reduced raw material margins;

•  availability and cost of raw materials;

•  reduced sales volumes;

•  increase in costs;

•  polyester staple fiber, textile and PET resin imports;

•  the actions of our competitors;

•  the financial condition of our customers;

•  availability of financing, changes in financial markets, interest rates, credit ratings, tax risks;

•  environmental risks and foreign currency exchange rates;

•  regulatory changes;

•  U.S., European, Asian and global economic conditions;

•  work stoppages;

•  levels of production capacity and profitable operations of assets;

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•  prices of competing products;

•  natural disasters and acts of terrorism; and

•  maintaining the operations of our existing production facilities.

Actual results may differ materially from those expressed herein. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of our securities.

You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

USE OF PROCEEDS

Except as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include, but are not limited to, working capital, capital expenditures, research and development expenditures, regulatory affairs expenditures, acquisitions of new technologies and investments, acquisitions of other companies, and the repayment, refinancing, redemption or repurchase of future and/or current indebtedness or capital stock. Additional information on the use of net proceeds from the sale of securities offered by this prospectus may be set forth in the prospectus supplement relating to that offering.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our historical ratio of earnings to fixed charges for the periods indicated. For purposes of this calculation, “earnings” consist of earnings (loss) before income taxes, plus fixed charges, less net capitalized interest. “Fixed charges” consist of interest expense plus capitalized interest and the component of rental expense believed by management to be representative of the interest factor for those amounts. Dollar amounts shown are in thousands.

	Year Ended December 31,
	2001	2002	2003		2004		2005
Ratio of Earnings to Fixed Charges	1.6x	2.5x		—		—		—
Coverage Deficiency	—	—	$	149,664	$	53,275	$	48,745

DESCRIPTION OF CAPITAL STOCK

Our Restated Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.001 per share, 5,500,000 shares of Class B common stock, par value $0.001 per share, 5,000,000 shares of Series A Convertible preferred stock, par value $0.001 per share, and 6,700,000 shares of Series B Convertible preferred stock, par value $0.001 per share.

As of December 31, 2005, there were 32,446,722 shares of common stock outstanding. No Class B common stock is outstanding. As of December 31, 2005, there were 4,502,143 shares of Series A preferred

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stock outstanding and 6,700,000 shares of Series B preferred stock outstanding. We are not offering shares of Class B common stock or shares of preferred stock through this prospectus.

Common Stock

The common stock has no preemptive rights and no redemption, sinking fund or conversion provisions. Each holder of common stock on the applicable record date is entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor, and, in the event of liquidation, to share pro rata in any distribution of the Company’s assets after payment of liabilities and the liquidation preference of the preferred stock. Each holder of common stock is entitled to one vote for each share held of record on the applicable record date on all matters presented to a vote of stockholders.

Notwithstanding the foregoing, (a) holders of a majority of the Company’s preferred stock are entitled to appoint two members of the Company’s Board of Directors (subject to reduction if the initial holders thereof and their permitted transferees do not continue to own one-third of the preferred stock issued to them); and (b) holders of the preferred stock are entitled to vote on an if-converted basis, together with the holders of the common stock, on any matters submitted to the stockholders of the Company for consideration, except that prior to June 27, 2008, holders of the preferred stock are not entitled to vote on the election of Directors other than the two (or fewer) Directors appointed by them. In addition, holders of common stock are not entitled to vote on certain amendments to the Company’s Restated Certificate of Incorporation that alter the terms of the outstanding preferred stock, so long as the amendment does not increase the dividend rate of the preferred stock, increase amounts payable on liquidation or a change of control to holders of the preferred stock, or reduce the conversion price or increase the voting rights of the preferred stock. The common stock does not have cumulative voting rights. The outstanding common stock is fully paid and non-assessable and is traded on the New York Stock Exchange.

Class B common stock is identical to common stock in all respects except as to voting and conversion rights. The holders of Class B common stock are entitled to vote, together with the holders of the common stock, voting as a single class, on certain business combinations, as described below, and on any matters required to be submitted to a vote of the Company’s stockholders, except that they have no right to vote in the election of directors. In accordance with Delaware General Corporation Law, the holders of outstanding Class B common stock are entitled to vote as a separate class upon any proposed amendment to the Restated Certificate of Incorporation that would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of shares of such class or alter or change the powers or rights of the shares of such class so as to affect them adversely. The affirmative vote of a majority of the outstanding shares of Class B common stock is required to approve any such amendment. Each share of Class B common stock is convertible by the holder into one share of common stock only in connection with the sale of such share to a purchaser who is not an affiliate of the holder of such share. The Company’s Class B common stock was originally authorized to provide a non-voting capital stock for certain stockholders that were subject to certain restrictions on their ownership of voting securities. There are no shares of Class B common stock outstanding, and the Company has no intention of issuing such shares in the future.

Shareholder Rights Plan

On August 14, 2001, our Board of Directors approved a Shareholder Rights Plan to replace our previous Shareholder Rights Plan that expired on August 5, 2001. In connection with the new plan, the Board also approved a Rights Agreement, dated as of August 31, 2001 (the “Rights Agreement”), between us and Wachovia Bank, N.A. (formerly First Union National Bank), as Rights Agent (the “Rights Agent”). Under the terms of the Rights Agreement, each Right, when exercisable, will entitle the registered holder to purchase from us one share of our common stock at an exercise price of $60 per share, subject to certain adjustments (the “Purchase Price”). The Rights are not exercisable until the earlier to occur of (i) the 10th day after a public announcement by us that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of our common stock (an “Acquiring Person”) or (ii) the 10th day (or such later time as may be determined by our Board of Directors prior to such time as there exists

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an Acquiring Person) following the commencement of a tender or exchange offer that would result in any person or group beneficially owning 20% or more of the outstanding shares of our common stock.

If anyone becomes an Acquiring Person, the Rights would give holders, other than the Acquiring Person and its transferees, the right to buy at the Purchase Price common stock with a market value of twice the Purchase Price. Our Board of Directors may, at its option, instead exchange the Rights, other than those held by an Acquiring Person or its transferees, for shares of common stock or common stock equivalents at an exchange ratio of one share of common stock per Right, subject to certain adjustments.

In the event of a merger or consolidation or the sale or transfer of 50% or more of our assets after the Rights become exercisable, each Right will be converted into the right to purchase, for the Purchase Price, common stock of the acquiring person or its ultimate parent company with a market value of twice the Purchase Price. In February 2003, we and the Rights Agent amended the Rights Agreement to provide that WP VIII would not be considered an Acquiring Person.

The Rights will expire on August 31, 2011. At any time until there is an Acquiring Person, we may redeem the Rights at $.01 per share.

The foregoing description of the Rights is qualified in its entirety by reference to the full text of our Rights Agreement filed as an exhibit to the registration statement on Form 8-A, filed August 23, 2001.

Certain Business Combinations

Article Seventh to our Restated Certificate of Incorporation governs any proposed “business combination” between us and/or our subsidiaries and a “related person.” In addition to the affirmative vote of the number of shares necessary to approve any such business combination under the Delaware General Corporation Law, Article Seventh requires the affirmative vote of a majority of the outstanding capital stock entitled to vote held by stockholders other than the related person and affiliates of the related person in order for such business combination to be approved. A “related person” is defined to include a person, entity or affiliated group of persons or entities that has acquired 40% or more of our capital stock. A “business combination” is defined to include mergers, leases, consolidations, sales and exchanges of assets and similar transactions involving us or our subsidiaries which amount to 10% or more of our consolidated assets, including any securities issued by a subsidiary, between us (or our subsidiary) and a related person or certain specified parties related to a related person. The definition also includes certain other transactions (including reclassifications and recapitalizations) which would have the effect of, directly or indirectly, increasing the related persons’ proportionate share of our capital stock; and complete or partial liquidations, spin-offs, splitoffs, and splitups on which the related person and certain specified parties related to a related person receive 10% or more of our consolidated assets.

Requirement to Offer to Purchase Stock of Minority Stockholders

Article Seventh also requires that in the event any person or entity, together with certain specified parties related to such person or entity (a “control group”), acquires 75% or more of our capital stock, we must offer to purchase for cash all of our outstanding stock (including stock issuable upon the exercise of outstanding options, warrants and rights and upon the conversion of convertible securities) not owned by the control group at the highest price per share paid by any member of the control group in acquiring any of its holdings in the 18 months previous. We must thereafter purchase all shares as to which such offer is accepted, subject to our right to defer the purchase of such stock until the earliest time thereafter at which such stock can be purchased without violating Section 160 of the Delaware General Corporation Law or the current provisions of any loan agreement or debt instrument which was in effect on the effective date of Article Seventh.

Certain Anti-Takeover Provisions of Delaware Law

We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of our outstanding voting stock) from engaging in a “business combination” (as defined in

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Section 203) with us (or our majority-owned subsidiaries) for three years following the time the person became an interested stockholder unless:

•  before such person became an interested stockholder, our Board of Directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

•  upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers of the company and by employee stock plans that do not provide employees with the rights to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

•  at or following the transaction in which such person became an interested stockholder, the business combination is approved by our Board of Directors and approved at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

Under Section 203, the restrictions described above also do not apply to certain business combinations proposed by an interested stockholder following the earlier of the announcement or notification of one of certain extraordinary transactions involving us and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if such extraordinary transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.

Transfer Agent

American Stock Transfer and Trust Co. is the registrar and transfer agent for the common stock.

Preferred Stock

The following description summarizes the material terms of the preferred stock. The amendment to our Restated Certificate of Incorporation, which sets out the full terms of the preferred stock, is incorporated into this prospectus by reference. The outstanding preferred stock was issued on June 27, 2003. As described below, the preferred stock became convertible into shares of our common stock in October 2003.

Ranking.  With respect to dividend rights and rights upon liquidation, the preferred stock will be:

•  junior to all of our existing and future debt obligations and any class or series of capital stock the terms of which provide that such class or series will rank senior to the preferred stock;

•  on a parity with any other class or series of our capital stock the terms of which provide that such class or series will rank on a parity with the preferred stock;

•  senior to our common stock and any other class or series of our capital stock the terms of which provide that such class or series will rank junior to the preferred stock; and

•  effectively junior to all of our subsidiaries’ existing and future liabilities.

Dividends.  If our consolidated net earnings exceed $160,000,000 for the previous 24 quarters (the “Net Earnings Test”), the preferred stock will receive dividends and distributions declared on the common stock on an if-converted basis. Since we do not expect to be able to meet this test through at least the end of 2008, we do not currently anticipate that such dividends will be paid during that time, if at all.

After five years from the date of issuance, shares of the preferred stock will be entitled to preferred dividends equal to 8.75% per annum (or 10% if the common stock quarterly dividend is less than $.045 per

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share or if the Net Earnings Test is not met) of their liquidation preference. These dividends will be paid before we pay any dividends on our common stock. The dividends are payable quarterly in arrears on each April 5, July 5, October 5 and January 5, and will compound quarterly to the extent they are not previously paid. Dividends are payable in cash, except that upon the election of the holders of a majority of the outstanding shares of preferred stock, voting together as a single class, they will continue to accrue.

Liquidation Preference.  Upon our liquidation, the holders of each series of preferred stock would be entitled to be paid out of the assets available for distribution to the stockholders, but before any amounts are paid to the holders of the common stock, an amount equal to the greater of the liquidation preference of such series then in effect or the amount receivable if the preferred stock held by such holders were converted into common stock on the liquidation date. In the event liquidation occurred after the earlier of 10 years after the issuance of the preferred stock or the completion of a remarketing (as described below), the holders of preferred stock would only be entitled to receive the amount of their liquidation preference in cash upon liquidation.

The initial liquidation preference for both the Series A preferred stock and the Series B preferred stock is $11.25 per share. The liquidation preference of both series accretes at 7.25% per annum (8.5% if, as currently anticipated, the Net Earnings Test is not met), compounded quarterly, through the first five years from the date of initial issuance, and includes accrued but unpaid dividends, if any, on the preferred stock. If a liquidation or a Change in Control occurs within five years of the issuance of the preferred stock, the liquidation preference will automatically increase to include accretion at 8.5% per annum for the balance of such five-year period.

Initial Conversion Price.  The initial price at which each series of preferred stock may be converted into shares of our common stock is $11.25.

Market Price Based Adjustment of Conversion Price.  The conversion price of each series of preferred stock will be reduced on the fourth anniversary of the issuance of the preferred stock (or June 27, 2007) if the volume-weighted average price of our common stock for the immediately preceding 60 consecutive trading days does not equal or exceed $23.00. The reduction will be equal to the difference between $23.00 and such average price. However, in no event will the conversion price be reduced by more than $4.50, which is 40% of the initial conversion price, as a result of the market price adjustment. As a result, the initial conversion price of $11.25 could be reduced to as low as $6.75 per share, which would result in substantially more dilution for the holders of common stock. Upon the occurrence of a Change in Control prior to the fourth anniversary of the preferred stock issuance, the conversion price of each series of preferred stock is subject to similar adjustments (and subject to a similar 40% adjustment limitation), based on a comparison of the average price of the common stock over a specified period against target prices of $14.00 in the first year, $17.00 for the second year, $20.00 for the third year and $23.00 for the fourth year after the issuance of the preferred stock. The conversion price of each series of preferred stock is also subject to customary weighted average anti-dilution adjustments for issuances of common stock or common stock equivalents at below market prices as described below.

Conversion by Investors.  The terms of the preferred stock set forth the conditions that would have to be met (or “conversion events”) in order for the preferred stock to become convertible. The conversion events included certain financial tests, certain changes in control, certain tests relating to our share price, certain board actions, and similar conditions. A conversion event occurred on October 22, 2003, when we reported cash earnings per share of less than $1.50 for the trailing four calendar quarters ending September 30, 2003. At that time, the preferred stock became convertible according to its terms. The number of shares of common stock issuable upon conversion will be equal to the liquidation preference then in effect divided by the then current conversion price. Except for the adjustment of the conversion price at the end of the fourth year, or upon a Change in Control prior to the fourth year, the number of shares of common stock issuable will not be affected by changes in our share price.

Conversion by Us.  We can require conversion of the preferred stock at any time after the fifth anniversary of the issuance of the preferred stock if the closing price of the common stock exceeds 125% of the then applicable conversion price for 30 consecutive trading days.

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Change in Control.  Upon a Change in Control, the holders of the preferred stock will have the right, at their election, to:

•  convert the preferred stock and receive the consideration from the Change in Control transaction upon conversion; or

•  continue to hold the preferred stock in the surviving entity; or

•  request us, within 60 days after the Change in Control, to redeem the preferred stock for cash in an amount equal to the liquidation preference of such series of preferred stock plus any declared and unpaid dividends, in which case we will have the right either to redeem the preferred stock or to remarket the preferred stock for the holders pursuant to the remarketing provisions described below.

If a Change in Control occurs within five years of the issuance of the preferred stock, the liquidation preference will automatically increase to include accretion at 8.5% per annum for the balance of such five-year period.

A “Change in Control” is defined as (i) a business combination or other transaction where generally 50% or more of our common stock is acquired or held by any person other than our stockholders prior to the transaction, (ii) our sale of in excess of 50% of our assets or (iii) individuals who were members of our Board as of the issuance date of the preferred stock (together with directors who were elected by the stockholders or whose appointment was approved by the directors then in office) cease to constitute a majority of the board of the surviving entity.

Anti-Dilution.  The conversion price of each series of preferred stock is subject to customary weighted average anti-dilution adjustments upon certain issuances and deemed issuances of equity and equity-linked securities at prices below the then current market price. If we issue or are deemed to issue shares of our common stock for a price per share less than the current market price for our common stock (measured as the volume weighted average price of a share of our common stock on trading day before the transaction in question), then the conversion price of the preferred stock will be reduced, to the nearest tenth of a cent, by multiplying the conversion price in effect immediately prior to the transaction by a fraction, the numerator of which will be the sum of (x) the number of shares of common stock then outstanding and issuable upon conversion of convertible securities and options, multiplied by the market price immediately prior to the transaction in question, plus (y) the consideration received by us in the transaction in question, and the denominator of which will be the product of (x) the number of shares of common stock then outstanding and issuable upon conversion of convertible securities and options, plus the number of shares issued or deemed to be issued in the transaction in question, multiplied by (y) the market price immediately prior to the transaction in question. However, no adjustment will be made as a result of our issuing common stock or being deemed to issue common stock (1) upon conversion of the preferred stock; (2) upon the exercise of the warrants being offered hereunder; (3) upon the exercise of any warrants issued to lenders of non-convertible debt which do not represent, in the aggregate, more than 5% of our issued and outstanding common stock and the terms of which have been approved by our Board; (4) in consideration for bona fide acquisitions, mergers, joint ventures or similar transactions; (5) under stock option, stock purchase or similar plans for the benefit of our employees, directors or consultants which are adopted by our Board; and (6) in a bona fide underwritten public offering which is registered under the Securities Act of 1933.

The conversion price of each series of preferred stock is also subject to other customary adjustments for stock splits, extraordinary dividends and similar transactions.

Remarketing.  On the occurrence of any of:

•  the seventh anniversary of the initial issuance of the preferred stock, upon request of the holders of a majority of the preferred stock (delivered not earlier than 30 days prior to the seventh anniversary of issuance),

•  our failure to cure any dividend payment default within 30 days of the receipt of a written notice from the holders of a majority of the preferred stock, and

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•  a Change in Control upon request of the holders of the preferred stock within 60 days of the Change in Control (in lieu of the holders of preferred stock receiving the Change in Control consideration),

we are required to use our reasonable best efforts, together with a remarketing agent, to facilitate the remarketing of the preferred stock. This means that we will be required to increase the dividend rate to the rate necessary to resell all of the preferred stock at a price not less than 100% of the liquidation preference then in effect. Upon such adjustment, we have the option of either reselling the preferred stock for the holders or redeeming the preferred stock for cash in the amount of the liquidation preference then in effect.

Redemption.  The preferred stock is not subject to redemption at the option of the holders of preferred stock. We may redeem the preferred stock in lieu of affecting a remarketing of the preferred stock as described above by paying the holders of preferred stock a redemption price in cash equal to the liquidation preference of the preferred stock in effect on the date of the redemption. If we elect to redeem the preferred stock instead of effecting a remarketing of it, we will redeem it as promptly as possible, but in no event later than (1) 100 days after the date we receive notice from the majority holders of their election to implement the remarketing procedure on the seventh anniversary of the initial issuance date of the preferred stock, (2) 30 days after receipt of a default notice, or (3) five days after we give notice to the holders of the preferred stock, following a Change in Control, that we are electing to redeem the preferred stock rather than effect a remarketing.

Board Seats.  The majority of the outstanding preferred stock has the right to designate two directors from WP VIII or certain of its affiliates to our Board so long as WP VIII owns at least one third of the preferred stock initially issued, and to designate one director so long as WP VIII owns at least 5% of the outstanding common stock (calculated on a fully diluted basis assuming that the preferred stock is then currently convertible). Pursuant to the terms of the purchase agreement, at any time after the conversion of the preferred stock into shares of common stock, we will use our best efforts to have (i) two directors from WP VIII appointed to our Board so long as it continues to own at least one third of the common stock issuable upon conversion or exercise of the preferred stock and Warrants and (ii) one director to our Board so long as it continues to own more than 5% of the outstanding common stock but less than one third of the common stock issuable upon conversion or exercise of the preferred stock and Warrants. After the fifth anniversary of the issuance of the preferred stock a permitted transferee of WP VIII will qualify to have its directors appointed if it (or a group of which it is a part) achieves the aforementioned ownership percentages.

Voting Rights.  The holders of the preferred stock generally have the right to vote with our common stockholders on an if-converted basis. For the first five years after the issuance of the preferred stock, the holders of the preferred stock will not participate in the election of directors, other than the right of the holders of a majority of the outstanding preferred stock to designate up to two directors as discussed above under “Board Seats.” In addition, the approval of holders of a majority of the preferred stock is required to approve:

•  changes to our Certificate of Incorporation or bylaws adverse to the rights of the holders of the preferred stock;

•  offers, sales or issuances of equity securities ranking at the same level as or senior to the preferred stock with respect to dividend or liquidation rights; or

•  repurchases or redemptions of equity securities or extraordinary dividends on our common stock, subject to certain exceptions.

DESCRIPTION OF DEBT SECURITIES

If we issue any debt securities offered by this prospectus and any accompanying prospectus supplement we will issue them under an indenture to be entered into by and among Wellman, any subsidiary guarantors, and a trustee to be identified in the applicable prospectus supplement, as trustee, which indenture may be amended or supplemented from time to time. The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on

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the date of the indenture. We have filed a copy of the proposed form of indenture as an exhibit to the registration statement in which this prospectus is included. Each indenture will be subject to and governed by the terms of the Trust Indenture Act of 1939.

We may offer under this prospectus up to $400,000,000 aggregate principal amount of debt securities; or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an initial public offering price of up to $400,000,000. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent direct, unsecured obligations of Wellman and will rank equally with all of our other unsecured indebtedness.

The following statements relating to the debt securities and the indenture are summaries and do not purport to be complete, and are subject in their entirety to the detailed provisions of the indenture.

General

We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. To review the terms of a series of debt securities, you must refer to both the prospectus supplement for the particular series and to the description of debt securities in this prospectus.

The prospectus supplement will set forth the following terms of the debt securities in respect of which this prospectus is delivered:

(1) the title;

(2) the issue price or prices (expressed as a percentage of the aggregate principal amount thereof);

(3) any limit on the aggregate principal amount;

(4) the date or dates on which principal is payable;

(5) the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine the rate or rates;

(6) the date or dates from which the interest, if any, will be payable and any regular record date for the interest payable;

(7) the place or places where principal and, if applicable, premium and interest, is payable;

(8) the times, terms, prices and conditions, if any, at which or upon which we may at our option redeem the debt securities;

(9) the times, terms, prices and conditions, if any, at which or upon which the holders may require us to redeem or repurchase the debt securities;

(10) the denominations in which the debt securities may be issuable, if other than denominations of $1,000 or any integral multiple thereof;

(11) whether the debt securities are to be issuable in the form of certificated debt securities (as described below) or global debt securities (as described below);

(12) the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;

(13) the currency of denomination;

(14) the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;

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(15) if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to these payments will be determined;

(16) if amounts of principal and, if applicable, premium and interest may be determined (a) by reference to an index based on a currency or currencies other than the currency of denomination or designation or (b) by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which these amounts will be determined;

(17) the provisions, if any, relating to any security provided for the debt securities;

(18) any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture;

(19) any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;

(20) the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of Wellman;

(21) the form and terms of any guarantee of the debt securities and the identity of the subsidiary guarantors;

(22) if applicable, that the debt securities, in whole or in part, shall be defeasible pursuant to the terms of the indenture;

(23) the terms and conditions for conversion into or exchange for shares of equity securities; and

(24) any other terms, which may modify or delete any provision of the indenture insofar as it applies to that series.

We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of the debt securities in accordance to the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount securities or debt securities in bearer form, we will describe United States federal income tax considerations and other special considerations that apply to the debt securities in the applicable prospectus supplement.

We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do so, we will describe the restrictions, elections, general tax considerations, specific terms and other information with respect to the issue of debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Exchange and/or Conversion Rights

If we issue debt securities that may be exchanged for or converted into shares of common stock, we will describe the terms of exchange or conversion in the prospectus supplement relating to those debt securities.

Transfer and Exchange

We may issue debt securities that will be represented by either:

(1) “book-entry securities,” which means that there will be one or more global securities registered in the name of The Depository Trust Company, as depository, or a nominee of the depository; or

(2) “certificated securities,” which means that they will be represented by a certificate issued in definitive registered form.

We will specify in the prospectus supplement applicable to a particular offering whether the debt securities offered will be book-entry or certificated securities. Except as set forth under “Global Debt Securities and Book Entry System” below, book-entry debt securities will not be issuable in certificated form.

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Certificated Debt Securities

If you hold certificated debt securities that have been offered by this prospectus, you may transfer or exchange them at the trustee’s office or at the paying agency in accordance with the terms of the indenture. You will not be charged a service charge for any transfer or exchange of certificated debt securities, but may be required to pay an amount sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange.

You may effect the transfer of certificated debt securities and of the right to receive the principal of, premium, and/or interest, if any, on your certificated debt securities only by surrendering the certificate representing your certificated debt securities and having us or the trustee issue a new certificate to the new holder.

Global Debt Securities and Book Entry System

The depository has indicated that it would follow the procedures described below to book-entry debt securities.

Only participants that have accounts with the depository for the related global debt security or persons that hold interests through these participants may own beneficial interests in book-entry debt securities. Upon the issuance of a global debt security, the depository will credit, on its book-entry registration and transfer system, each participants’ account with the principal amount of the book-entry debt securities represented by the global debt security that is beneficially owned by that participant. The accounts to be credited will be designated by any dealers, underwriters or agents participating in the distribution of the book-entry debt securities. Ownership of book-entry debt securities will be shown on, and the transfer of the ownership interests will be effected only through, records maintained by the depository for the related global debt security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of the securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in book-entry debt securities.

So long as the depository for a global debt security, or its nominee, is the registered owner of the global debt security, the depository or its nominee will be considered the sole owner or holder of the book-entry debt securities represented by the global debt security for all purposes under the indenture. Except as described below, beneficial owners of book-entry debt securities will not be entitled to have these securities registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive form representing these securities and will not be considered the owners or holders of these securities under the indenture. Accordingly, each person who beneficially owns book-entry debt securities and desires to exercise their rights as a holder under the indenture, must rely on the procedures of the depository for the related global debt security and, if this person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise such rights.

We understand, however, that under existing industry practice, the depository will authorize the persons on whose behalf it holds a global debt security to exercise certain rights of holders of debt securities. Wellman and its agents, the trustee, and any of its agents, will treat as the holder of a debt security the persons specified in a written statement of the depository with respect to that global debt security for purposes of obtaining any consents or directions required to be given by holders of the debt securities under the indenture.

Payments of principal and, if applicable, premium and interest, on book-entry debt securities will be made to the depository or its nominee, as the case may be, as the registered holder of the related global debt security. Wellman and its agents, the trustee, and any of its agents will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global debt security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depository, upon receipt of any payment of principal, premium, if any, or interest, if any, on a global debt security, will immediately credit participants’ accounts with payments in amounts

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proportionate to the amounts of book-entry debt securities held by each participant as shown on the records of the depository. We also expect that payments by participants to owners of beneficial interests in book-entry debt securities held through these participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of the participants.

If the depository is at any time unwilling or unable to continue as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, we will appoint a successor depository. If we do not appoint a successor depository registered as a clearing agency under the Securities Exchange Act of 1934 within 90 days, we will issue certificated debt securities in exchange for each global debt security. In addition, we may at any time and in our sole discretion determine not to have the book-entry debt securities of any series represented by one or more global debt securities. In that case, we will issue certificated debt securities in exchange for the global debt securities of that series. Global debt securities will also be exchangeable by the holders for certificated debt securities if an event of default with respect to the book-entry debt securities represented by those global debt securities has occurred and is continuing. Any certificated debt securities issued in exchange for a global debt security will be registered in the name or names that the depository instructs the trustee. We expect that these instructions will be based upon directions received by the depository from participants.

We obtained the information in this section concerning the depository and the depository’s book-entry system from sources we believe to be reliable, but we do not take any responsibility for the accuracy of this information.

No Protection in the Event of Change of Control

The indenture will not have any covenants or other provisions providing for a put or increased interest or otherwise that would afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control of Wellman or a highly leveraged transaction. If we offer any covenants of this type or provisions with respect to any debt securities in the future, we will describe them in the applicable prospectus supplement.

Covenants

Unless otherwise indicated in this prospectus or a prospectus supplement, the debt securities will not have the benefit of any covenants that limit or restrict our business or operations, the pledging of our assets or the incurrence by us of indebtedness. We will describe in the applicable prospectus supplement any material covenants of a series of debt securities.

Consolidation, Merger and Sale of Assets

We will agree in the indenture that we will not consolidate with or merge into any other person or convey, transfer, sell or lease our properties and assets substantially as an entirety to any person, unless:

(1) the person formed by the consolidation or into which we are merged or the person to which our properties and assets are conveyed, transferred, sold or leased, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and, if we are not the surviving person, the surviving person has expressly assumed all of our obligations, including the payment of the principal of and, premium, if any, and interest on the debt securities and the performance of the other covenants under the indenture; and

(2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under the indenture.

The debt securities may contain additional provisions relating to consolidation, merger and sales of assets, which will be described in the applicable prospectus supplement.

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Events of Default

Unless otherwise specified in the applicable prospectus supplement, the following events will be Events of Default under the indenture with respect to debt securities of any series:

(1) we fail to pay any principal of, or premium, if any, when it becomes due;

(2) we fail to pay any interest within 30 days after it becomes due;

(3) we fail to observe or perform any other covenant in the debt securities or the indenture for a number of days to be specified in the applicable prospectus supplement after valid written notice from the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series;

(4) we are in default under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of indebtedness under which we or any Significant Subsidiaries (as defined in the indenture) then has more in outstanding indebtedness than an amount to be specified in the applicable prospectus supplement, individually or in the aggregate, and either (a) such indebtedness is already due and payable in full or (b) such default or defaults have resulted in the acceleration of the maturity of such indebtedness;

(5) any final judgment or judgments which can no longer be appealed for the payment of more than an amount to be specified in the applicable prospectus supplement is rendered against us or any of our Significant Subsidiaries and has not been discharged for any period of consecutive days to be specified in the applicable prospectus supplement during which a stay of enforcement is not in effect; and

(6) certain events occur involving bankruptcy, insolvency or reorganization of Wellman or any of our Significant Subsidiaries.

The trustee may withhold notice to the holders of the debt securities of any series of any default, except in payment of principal or premium, if any, or interest on the debt securities of that series, if the trustee considers it to be in the best interest of the holders of the debt securities of that series to do so.

If an event of default (other than an event of default resulting from certain events of bankruptcy, insolvency or reorganization) occurs, and is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of any series may accelerate the maturity of the debt securities.

If this happens, the entire principal amount of all the outstanding debt securities of that series plus accrued interest to the date of acceleration will be immediately due and payable. At any time after an acceleration, but before a judgment or decree based on the acceleration is obtained by the trustee, the holders of a majority in aggregate principal amount of outstanding debt securities of that series may rescind and annul the acceleration if (1) all Events of Default (other than nonpayment of accelerated principal, premium or interest) have been cured or waived, (2) all overdue interest and overdue principal has been paid and (3) the rescission would not conflict with any judgment or decree.

If an event of default resulting from certain events of bankruptcy, insolvency or reorganization occurs, the principal, premium and interest amount with respect to all of the debt securities of any series shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the debt securities of that series.

The holders of a majority in principal amount of the outstanding debt securities of a series shall have the right to waive any existing default or compliance with any provision of the indenture or the debt securities of that series and to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to certain limitations specified in the indenture.

No holder of any debt security of a series will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture, unless:

(1) the holder gives to the trustee written notice of a continuing event of default;

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(2) the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series make a written request and offer reasonable indemnity to the trustee to institute proceeding as a trustee;

(3) the trustee fails to institute proceeding within 60 days of the request; and

(4) the holders of a majority in aggregate principal amount of the outstanding debt securities of that series do not give the trustee a direction inconsistent with their request during the 60-day period.

However, these limitations do not apply to a suit instituted for payment on debt securities of any series on or after the due dates expressed in the debt securities.

Modification and Waiver

From time to time, we and the trustee may, without the consent of holders of the debt securities of one or more series, amend the indenture or the debt securities of one or more series, or supplement the indenture, for certain specified purposes, including:

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

(2) to provide for the assumption of our obligations under the indenture by a successor upon any merger, consolidation or asset transfer permitted under the indenture;

(3) to provide for uncertificated debt securities in addition to or in the place of certificated debt securities or to provide for bearer debt securities;

(4) to provide any security for, or to add any guarantees of or obligors on, any series of debt securities;

(5) to comply with any requirement to effect or maintain the qualification of that indenture under the Trust Indenture Act of 1939;

(6) to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under the indenture;

(7) to add events of default with respect to any series of debt securities;

(8) to make any change that does not adversely affect any outstanding debt securities of any series issued under that indenture in any material respect;

(9) to establish the form or terms of any debt securities and to accept the appointment of a successor trustee, each as permitted under the indenture;

(10) to permit or facilitate defeasance and discharge in a manner that does not adversely effect any outstanding debt securities of any series issued under that indenture in any material respect; and

(11) to accept the appointment of a successor trustee.

From time to time we and the trustee may, with the consent of holders of at least a majority in principal amount of the outstanding debt securities of such series, amend or supplement the indenture or the debt securities of such series, or waive compliance in a particular instance by us with any provision of the indenture or the debt securities of such series; but without the consent of each holder affected by the action, we may not modify or supplement the indenture or the debt securities or waive compliance with any provision of the indenture or the debt securities in order to:

(1) reduce the amount of debt securities whose holders must consent to an amendment, supplement, or waiver to the indenture or the debt security of such series;

(2) reduce the rate of or change the time for payment of interest of such series;

(3) reduce the principal or change the stated maturity or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation of such series;

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(4) make any debt security payable in money other than that stated in the debt security;

(5) waive a default on the payment of the principal of or interest on such series; and

(6) take any other action otherwise prohibited by the indenture to be taken without the consent of each holder by affected that action.

Defeasance and Discharge

Defeasance.  The indenture will permit us, at any time, to elect to discharge our obligations with respect to one or more series of debt securities by following certain procedures described in the indenture. These procedures will allow us either:

(1) to defease and be discharged from any and all of our obligations with respect to any debt securities except for the following obligations (which discharge is referred to as “legal defeasance”):

(a) to register the transfer or exchange of the debt securities;

(b) to replace temporary or mutilated, destroyed, lost or stolen debt securities;

(c) to compensate and indemnify the trustee; or

(d) to maintain an office or agency in respect of the debt securities and to hold monies for payment in trust; or

(2) to be released from our obligations with respect to the debt securities under certain covenants contained in the indenture, as well as any additional covenants which may be contained in the applicable prospectus supplement (which release is referred to as “covenant defeasance”).

In the case of covenant defeasance, our obligation to pay principal, premium and interest on the debt securities, and if applicable, the subsidiary guarantees, will also survive.

In order to exercise either defeasance option, we must deposit with the trustee or other qualifying trustee, in trust for this purpose:

(1) money;

(2) U.S. Government Obligations (as described below) or Foreign Government Obligations (as described below) which through the scheduled payment of principal and interest in accordance with their terms will provide money; or

(3) a combination of money and/or U.S. Government Obligations and/or Foreign Government Obligations sufficient in the written opinion of a nationally-recognized firm of independent accountants to provide money.

Which in each case specified in clauses (1) through (3) above, provides a sufficient amount to pay the principal of, premium, if any, and interest, if any, on the debt securities of a series, on the scheduled due dates or on a selected date of redemption in accordance with the terms of the indenture.

In addition, unless we inform you otherwise in any prospectus supplement, defeasance may be effected only if, among other things:

(1) in the case of either legal or covenant defeasance, we deliver to the trustee an opinion of counsel, as specified in the indenture, stating that as a result of the defeasance neither the trust nor the trustee will be required to register as an investment company under the Investment Company Act of 1940;

(2) in the case of legal defeasance, we deliver to the trustee an opinion of counsel stating that we have received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, or there has been a change in any applicable federal income tax law with the effect that, and the opinion shall confirm that, the holders of outstanding debt securities will not recognize income, gain or loss for United States federal income tax purposes solely as a result of the legal defeasance and will be

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subject to United States federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if a defeasance had not occurred;

(3) in the case of covenant defeasance, we deliver to the trustee an opinion of counsel to the effect that the holders of the outstanding debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if a covenant defeasance had not occurred; and

(4) certain other conditions described in the indenture are satisfied.

Under current U.S. federal income tax law, legal defeasance would likely be treated as a taxable exchange of debt securities to be defeased for interests in the defeasance trust. As a consequence, a United States holder would recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the debt securities and the value of the holder’s interest in the defeasance trust, and thereafter would be required to include in income a share of the income, gain or loss of the defeasance trust. Under current U.S. federal income tax law, covenant defeasance generally would not be treated as a taxable exchange of such debt securities.

If we fail to comply with our remaining obligations under the indenture and applicable supplemental indenture after a covenant defeasance of the indenture and applicable supplemental indenture, and the debt securities are declared due and payable because of the occurrence of any undefeased event of default, the amount of money and/or U.S. Government Obligations and/or Foreign Government Obligations on deposit with the trustee could be insufficient to pay amounts due under the debt securities of that series at the time of acceleration. We will, however, remain liable in respect of these payments.

The term “U.S. Government Obligations” as used in the above discussion means securities which are direct obligations of or non-callable obligations guaranteed by the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

The term “Foreign Government Obligations” as used in the above discussion means, with respect to debt securities of any series that are denominated in a currency other than U.S. dollars (1) direct obligations of the government that issued or caused to be issued the currency for the payment of which obligations its full faith and credit is pledged or (2) obligations of a person controlled or supervised by or acting as an agent or instrumentality of that government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by that government, which in either case under clauses (1) or (2), are not callable or redeemable at the option of the issuer.

Satisfaction and Discharge.  An indenture will cease to be of further effect with respect to the debt securities of a series issued under that indenture, subject to exceptions relating to compensation and indemnity of the trustee under the indenture and repayment to us of excess money or government securities, when:

•  either

(a) all outstanding debt securities of that series have been delivered to the trustee for cancellation; or

(b) all outstanding debt securities of that series not delivered to the trustee for cancellation either:

•  have become due and payable,

•  will become due and payable at their stated maturity within one year, or

•  are to be called for redemption within one year; and

•  we have deposited with the trustee any combination of money or government securities in trust sufficient to pay the entire indebtedness on the debt securities of that series when due; and

•  we have paid all other sums payable by us with respect to the debt securities of that series.

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Regarding the Trustee

We will identify the trustee with respect to any series of debt securities in the prospectus supplement relating to the debt securities. You should note that if the trustee becomes a creditor of Wellman, the indenture and the Trust Indenture Act of 1939 limit the rights of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of certain claims, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates. If, however, the trustee, acquires any “conflicting interest” within the meaning of the Trust Indenture Act of 1939, it must eliminate the conflict or resign.

The holders of a majority in principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. If an event of default occurs and is continuing, the trustee, in the exercise of its rights and powers, must use the degree of care and skill of a prudent person in the conduct of his or her own affairs. Subject to this provision, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities, unless they have offered to the trustee reasonable indemnity or security.

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase debt securities (which we refer to as debt warrants) or common stock (which we refer to as common stock warrants). Any of these warrants may be issued independently or together with any other securities offered by this prospectus and may be attached to or separate from the other securities. If warrants are issued, they will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all of which will be described in the prospectus supplement relating to the warrants being offered.

Debt Warrants

We will describe the terms of debt warrants offered in the applicable prospectus supplement, the warrant agreement relating to the debt warrants and the debt warrant certificates representing the debt warrants, including the following:

(1) the title;

(2) the aggregate number offered;

(3) their issue price or prices;

(4) the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise, and the procedures and conditions relating to exercise;

(5) the designation and terms of any related debt securities (including any guarantees of such debt securities) and the number of debt warrants issued with each security;

(6) the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;

(7) the principal amount of debt securities purchasable upon exercise, and the price at which that principal amount of debt securities may be purchased upon exercise;

(8) the commencement and expiration dates of the right to exercise;

(9) the maximum or minimum number which may be exercised at any time;

(10) a discussion of the material United States federal income tax considerations applicable to exercise; and

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(11) any other terms, procedures and limitations relating to exercise.

Debt warrant certificates will be exchangeable for new debt warrant certificates of different denominations, and debt warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before exercising their debt warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments of principal of, or premium, if any, or interest, if any, on the securities purchasable upon exercise.

Common Stock Warrants

The applicable prospectus supplement will describe the following terms of common stock warrants offered under this prospectus:

(1) the title;

(2) the securities issuable upon exercise;

(3) the issue price or prices;

(4) the number of warrants issued with each share of common stock;

(5) any provisions for adjustment of (a) the number or amount of shares of common stock receivable upon exercise of the warrants or (b) the exercise price;

(6) if applicable, the date on and after which the warrants and the related common stock will be separately transferable;

(7) if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;

(8) any other terms, including terms, procedures and limitations relating to exchange and exercise;

(9) the commencement and expiration dates of the right to exercise; and

(10) the maximum or minimum number that may be exercised at any time.

Exercise of Warrants

Each warrant will entitle the holder to purchase the principal amount of debt securities or shares of common stock at the applicable exercise price set forth in, or determined as described in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Warrants may be exercised by delivering to the corporation trust office of the warrant agent or any other officer indicated in the applicable prospectus supplement (a) the warrant certificate properly completed and duly executed and (b) payment of the amount due upon exercise. As soon as practicable following exercise, we will forward the debt securities or shares of common stock purchasable upon exercise. If less than all of the warrants represented by a warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

DESCRIPTION OF STOCK PURCHASE CONTRACTS

We may issue stock purchase contracts, representing contracts obligating holders to purchase from us, and obligating us to sell to the holders, or holders to sell to us and us to purchase from the holders, a fixed or varying number of shares of common stock at a future date or dates. The price per share of common stock may be fixed at the time the stock purchase contracts are entered into or may be determined by reference to a specific formula set forth in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares to be delivered pursuant to such stock purchase contract

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upon the occurrence of certain events. The stock purchase contracts may be entered into separately or as a part of stock purchase units consisting of one or more stock purchase contracts and any one or more of:

•  our debt securities; or

•  our debt or equity obligations of third parties, including U.S. government securities.

The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or pre-funded and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations in a specified manner and in certain circumstances we may deliver newly issued prepaid stock purchase contracts upon release to a holder of any collateral security such holder’s obligations under the original stock purchase contract. Any one or more of the above securities, shares of common stock or the stock purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or sell, as the case may be, the common stock under the stock purchase contracts. The stock purchase contracts may also allow the holders, under certain circumstances, to obtain the release of the security for their obligations under such contracts by depositing with the collateral agent, as substitute collateral, U.S. government securities with a principal amount at maturity equal to the collateral so released or the maximum number of shares of common stock deliverable by such holders under common stock purchase contracts requiring the holders to sell such shares of common stock to us.

The applicable prospectus supplement may contain, where applicable, the following information about the stock purchase contracts and stock purchase units, as the case may be:

•  whether the stock purchase contracts obligate the holder to purchase or sell, or both purchase and sell, our shares of common stock and the nature and amount of the shares of common stock, or the method of determining those amounts;

•  whether the stock purchase contracts are to be prepaid or not;

•  whether the stock purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our shares of common stock;

•  any acceleration, cancellation, termination or other provisions relating to the settlement of the stock purchase contracts;

•  the designation and terms of the units and of the securities composing the units, including whether and under what circumstances those securities may be held or transferred separately;

•  any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

•  whether the stock purchase contracts and/or stock purchase units will be issued fully registered or global form.

The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units and, if applicable, prepaid stock purchase contracts. The description in the prospectus supplement will be qualified in its entirety by reference to (1) the stock purchase contracts, (2) the collateral arrangements and depositary arrangements, if applicable, relating to such stock purchase contracts or stock purchase units and (3) if applicable, the prepaid stock purchase contracts and the document pursuant to which such prepaid stock purchase contracts will be issued.

Non-U.S. Currency

If the purchase price of any stock purchase contract is payable in a currency other than U.S. dollars, the specific terms with respect to such stock purchase contract and such foreign currency will be specified in the applicable prospectus supplement.

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DESCRIPTION OF UNITS

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.

General

We may issue units comprised of one or more debt securities, shares of common stock, warrants and stock purchase contracts in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units, including:

•  the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

•  any provisions of the governing unit agreement that differ from those described below; and

•  any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,” “Description of Warrants,” and “Description of Stock Purchase Contracts” will apply to each unit and to any common stock, debt security, warrant or stock purchase contract included in each unit, respectively.

Issuance in Series

We may issue units in such amounts and in numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

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Title

Wellman, the unit agent and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purposes and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.

PLAN OF DISTRIBUTION

We may sell the securities being offered by us in this prospectus:

(1) directly to purchasers;

(2) through agents;

(3) through dealers;

(4) through underwriters; or

(5) through a combination of any of these methods of sale.

We and our agents and underwriters may sell the securities being offered by us in this prospectus from time to time in one or more transactions:

(1) at a fixed price or prices, which may be changed;

(2) at market prices prevailing at the time of sale;

(3) at prices related to the prevailing market prices; or

(4) at negotiated prices.

Any such prices may change from time to time.

In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in the event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.

We may solicit directly offers to purchase securities. We may also designate agents from time to time to solicit offers to purchase securities. Any agent, who may be deemed to be an “underwriter” as that term is defined in the Securities Act of 1933, may then resell the securities to the public at varying prices to be determined by that agent at the time of resale.

If we use underwriters to sell securities, we will enter into an underwriting agreement with them at the time of the sale to them. The names of the underwriters will be set forth in the prospectus supplement that will be used by them together with this prospectus to make resales of the securities to the public. In connection with the sale of the securities offered, these underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions. Underwriters may also receive commissions from purchasers of the securities.

Underwriters may also use dealers to sell securities. If this happens, these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.

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Any underwriting compensation paid by us to underwriters in connection with the offering of the securities offered in this prospectus, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable prospectus supplement.

Underwriters, dealers, agents and other persons may be entitled, under agreements that may be entered into with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments that they may be required to make in respect of these liabilities. Underwriters and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize underwriters, dealers, or other persons to solicit offers by certain institutions to purchase the securities offered by us under this prospectus pursuant to contracts providing for payment and delivery on a future date or dates. The obligations of any purchaser under any these contracts will be subject only to those conditions described in the applicable prospectus supplement, and the prospectus supplement will set forth the price to be paid for securities pursuant to these contracts and the commissions payable for solicitation of these contracts.

Any underwriter may engage in over-allotment, stabilizing and syndicate short covering transactions and penalty bids only in compliance with Regulation M of the Securities Exchange Act of 1934. If we offer securities in an “at the market” offering, stabilizing transactions will not be permitted. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions involve bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate short covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim selling concessions from dealers when the securities originally sold by the dealers are purchased in covering transactions to cover syndicate short positions. These transactions may cause the price of the securities sold in an offering to be higher than it would otherwise be. These transactions, if commenced, may be discontinued by the underwriters at any time.

Each series of securities offered under this prospectus will be a new issue with no established trading market, other than the common stock, which is listed on the New York Stock Exchange. Any shares of common stock sold pursuant to a prospectus supplement will be listed on the New York Stock Exchange, subject to official notice of issuance. Any underwriters to whom we sell securities for public offering and sale may make a market in the securities, but these underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We may elect to list any of the securities we may offer from time to time for trading on an exchange or on the New York Stock Exchange, but we are not obligated to do so.

The anticipated date of delivery of the securities offered hereby will be set forth in the applicable prospectus supplement relating to each offering.

LEGAL MATTERS

The validity of the securities offered in this prospectus will be passed upon by the law firm of Edwards Angell Palmer & Dodge LLP, New York, New York.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2005, and management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement, and are based in part on the reports of KMPG LLP, independent auditors. Our financial statements and schedule and management’s assessment are incorporated by reference in reliance on such reports, given on their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the shares of our common stock and the warrants offered by this prospectus. This prospectus is part of that registration statement and does not contain all the information included in the registration statement. For further information with respect to our common stock, our warrants and us, you should refer to the registration statement and its exhibits. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts or other documents filed as an exhibit to the registration statement, and these statements are hereby qualified in their entirety by reference to the contract or document.

The registration statement may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of those filings can be obtained from the Commission’s Public Reference Section at prescribed rates and may also be obtained from the web site that the Commission maintains at http://www.sec.gov. You may call the SEC at 1-800-SEC-0330 for more information. Our filings are also available through our corporate web site at http://www.wellmaninc.com.

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information on file at the SEC’s public reference room in Washington, D.C. You can request copies of those documents upon payment of a duplicating fee, by writing to the Securities and Exchange Commission. Our filings are also available through the SEC’s web site or our corporate web site, each of which is described above. Information contained on our web site or on any other web site is not incorporated by reference and does not constitute part of this prospectus.

Our common stock is traded on the New York Stock Exchange. Material filed by us can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we have filed with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed to be a part of this prospectus. The reports and other documents we file after the date of this prospectus will update, supplement and supersede the information in this prospectus. We incorporate by reference the documents listed below and any documents we file subsequently with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement and after the date of the prospectus and prior to the termination of the offering; provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March 15, 2006.

(b) Our Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2005.

(c) The description of our common stock purchase rights in our registration statement on Form 8-A, filed on August 23, 2001.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Michael Bermish
Investor Relations Officer
595 Shrewsbury Avenue
Shrewsbury, New Jersey 07702
(732) 212-3321

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by the Company in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling security holders. All of the amounts shown are estimates, except for the SEC registration fees.

SEC Registration Fee	$	42,800
Printing and Engraving Expenses*		55,000
Accounting Fees and Expenses*		20,000
Legal Fees and Expenses*		75,000
Trustee and Transfer Agent Fees and Expenses*		10,000
Fees and Expenses for Qualification Under State Securities Laws*		—
Miscellaneous*		10,000
TOTAL	$	212,800

* Estimated

Item 15.   Indemnification of Directors and Officers.

Officers and directors of the Company are covered by certain provisions of the Delaware General Corporation Law and the Restated Certificate of Incorporation and Bylaws of the Company, which serve to limit, and, in certain instances, to indemnify them against, liabilities which they may incur in such capacities.

Delaware General Corporation Law permits a corporation to indemnify its directors, officers, employees and agents if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation.

The Company’s Restated Certificate of Incorporation limits the liability of a director to the fullest extent permitted by the Delaware General Corporation Law and specifically provides that a director of the Company will not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by a director, except for liability, (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, and (iv) for any transaction from which the director derived an improper personal benefit.

The Company’s Bylaws provide for the indemnification of directors and officers (as well as certain other persons) to the fullest extent authorized by the Delaware General Corporation Law, against all expenses, liability and loss reasonably incurred or suffered by such person; provided, however, that the Company will indemnify such person in connection with any action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Company’s Board of Directors. Such indemnification right is a contract right and includes the right to be paid by the Company such expenses incurred in defending any such proceeding in advance of its final disposition. The Bylaws provide that if the Company does not pay a claim in full within ninety days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. The Company has as its defense against such claims, that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Company to indemnify the claimant for the amount claimed.

The Company carries directors’ and officers’ liability insurance.

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Item 16.   Exhibits

1	.1*	Form of Underwriting Agreement
4	.1.1	Restated Certificate of Incorporation of Wellman, Inc. dated June 1, 1987 (incorporated by reference to Exhibit 3(a) (1) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.2	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated May 18, 1989 (incorporated by reference to Exhibit 3(a) (2) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.3	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated May 30, 1990 (incorporated by reference to Exhibit 3(a) (3) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.4	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated February 16, 1994 (incorporated by reference to Exhibit 3(a) (4) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.5	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated June 26, 2003 (incorporated by reference to Exhibit 3(a) (5) of the Company’s Form 10-Q for the quarter ended June 30, 2003)
4	.2	Restated By-Laws of Wellman, Inc. as of August 14, 2001 (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-K for the year ended December 31, 2005)
4	.3	Certificate of Incorporation of ALG, Inc. dated February 28, 1993
4	.4	By-Laws of ALG, Inc.
4	.5	Articles of Incorporation of Carpet Recycling of Georgia, Inc. dated August 28, 1997
4	.6	By-Laws of Carpet Recycling of Georgia, Inc.
4	.7	Certificate of Incorporation of FIISB, Inc. dated January 14, 1999
4	.8	By-Laws of FIISB, Inc.
4	.9	Certificate of Incorporation of Fiber Industries, Inc. dated August 13, 1987, as amended
4	.10	By-Laws of Fiber Industries, Inc. as of August 11, 1989
4	.11	Certificate of Incorporation of Finwell, Inc. dated December 1, 2003
4	.12	By-Laws of Finwell, Inc.
4	.13	Certificate of Incorporation of Josdav, Inc. dated August 28, 2003
4	.14	By-Laws of Josdav, Inc.
4	.15	Certificate of Incorporation of MED Resins, Inc. dated November 18, 1999
4	.16	By-Laws of MED Resins, Inc.
4	.17	Certificate of Incorporation of MRF, Inc. dated May 8, 1995
4	.18	By-Laws of MRF, Inc.
4	.19	Certificate of Incorporation of PermaClear East, Inc. dated August 31, 1998
4	.20	By-Laws of PermaClear, Inc.
4	.21	Certificate of Incorporation of Prince, Inc. dated December 22, 1989, as amended
4	.22	By-Laws of Prince, Inc.
4	.23	Certificate of Formation of PTA Resources, LLC dated March 4, 1999
4	.24	Limited Liability Company Agreement of PTA Resources, LLC dated February 10, 2004
4	.25	Articles of Incorporation of Warehouse Associates, Inc. dated February 19, 1976
4	.26	By-Laws of Warehouse Associates, Inc.
4	.27	Certificate of Incorporation of Wellman of Mississippi, Inc. dated March 28, 1996
4	.28	By-Laws of Wellman of Mississippi, Inc.
4	.29	Certificate of Formation of Wellman Resins, LLC dated November 1, 1996
4	.30	Limited Liability Company Agreement of Wellman Resins, LLC as of November 1, 1996

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4	.31.1	Rights Agreement dated as of August 31, 2001 between the Company and First Union National Bank, as Right Agent (incorporated by reference to Exhibit 4 of the Company’s Registration Statement on Form 8-A, incorporated by reference herein)
4	.31.2	Amendment to Rights Agreement dated as of February 12, 2003, by and between Wellman, Inc. and Wachovia Bank, N.A., f/k/a First Union National Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 27, 2003)
4	.32	Common Stock Purchase Warrant dated as of February 12, 2003 for the purchase of 1,250,000 shares of common stock (incorporated by reference to Exhibit 4(f) to the Company’s Form 10-K for the year ended December 31, 2002)
4	.33	Securities Purchase Agreement by and between Wellman, Inc. and Warburg Pincus Private Equity VIII, LP, dated as of February 12, 2003 (incorporated by reference to Exhibit 4(g) to the Company’s Form 10-K for the year ended December 31, 2002)
4	.34	Common Stock Purchase Warrant dated as of June 27, 2003 for the purchase of 1,250,000 shares of common stock (incorporated by reference to Exhibit 4(h) of the Company’s Form 10-Q for the quarter ended June 30, 2003)
4	.35	Form of Indenture
4	.36*	Form of Note
4	.37*	Form of Warrant
4	.38*	Form of Warrant Agreement
4	.39*	Form of Unit Agreement
4	.40*	Form of Standard Stock Purchase Contract Agreement
5	.1	Legal Opinion of Edwards Angell Palmer & Dodge LLP
12	.1	Statement re: Computation of Ratio of Earnings to Fixed Charges
23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23	.2	Consent of KPMG Chartered Accountants, Dublin, Ireland
23	.3	Consent of Edwards Angell Palmer & Dodge LLP (included in Exhibit 5(a))
24	.1	Powers of Attorney (set forth on the Signature Pages to this Registration Statement)
25	.1*	Statement of Eligibility of Trustee under the Indenture on Form T-1. To be filed separately pursuant to Section 305(b) (2) of the Trust Indenture Act of 1939.

* To be filed by amendment or as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated by reference herein, if applicable.

Item 17.   Undertakings

(a) The undersigned registrant hereby undertakes as follows:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

33

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offering.

(b) The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

WELLMAN, INC.

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and authorizes this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Fort Mill, state of South Carolina, on April 7, 2006.

Wellman, Inc.

By:  /s/  Thomas M. Duff

Name: Thomas M. Duff

Title:  Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas M. Duff and Keith R. Phillips, and each of them, his attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated:

Signatures	Title	Date
/s/  Thomas M. Duff Thomas M. Duff	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	April 7, 2006
/s/  Keith R. Phillips Keith R. Phillips	Vice President and Chief Financial Officer (Principal Financial Officer)	April 7, 2006
/s/  Mark J. Ruday Mark J. Ruday	Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	April 7, 2006
/s/  James B. Baker James B. Baker	Director	April 7, 2006
/s/  David A. Barr David A. Barr	Director	April 7, 2006
/s/  Richard F. Heitmiller Richard F. Heitmiller	Director	April 7, 2006

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Signatures	Title	Date
/s/  Gerard J. Kerins Gerard J. Kerins	Director	April 7, 2006
/s/  Kevin Kruse Kevin Kruse	Director	April 7, 2006
/s/  David J. McKittrick David J. McKittrick	Director	April 7, 2006
/s/  James E. Rogers James E. Rogers	Director	April 7, 2006
/s/  Roger A. Vandenberg Roger A. Vandenberg	Director	April 7, 2006

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ALG, INC.
PRINCE, INC.
FINWELL, INC.
PERMACLEAR EAST, INC.
MED RESINS, INC.

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and authorizes this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Fort Mill, state of South Carolina, on April 7, 2006.

ALG, Inc.
Prince, Inc.
Finwell, Inc.
PermaClear East, Inc.
MED Resins, Inc.

By:  /s/  Keith R. Phillips

Name: Keith R. Phillips

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas M. Duff and Keith R. Phillips, and each of them, his attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated:

Signatures	Title	Date
/s/  Keith R. Phillips Keith R. Phillips	President and Director (Principal Executive, Financial, and Accounting Officer)	April 7, 2006
/s/  Audrey Goodman Audrey Goodman	Director	April 7, 2006

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CARPET RECYCLING OF GEORGIA, INC.
WAREHOUSE ASSOCIATES, INC.
JOSDAV, INC.
MRF, INC.
WELLMAN OF MISSISSIPPI, INC.
FIBER INDUSTRIES, INC.
FIISB, INC.

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and authorizes this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Fort Mill, state of South Carolina, on April 7, 2006.

Carpet Recycling of Georgia, Inc.
Warehouse Associates, Inc.
Josdav, Inc.
MRF, Inc.
Wellman of Mississippi, Inc.
Fiber Industries, Inc.
FIISB, Inc.

By:  /s/  Thomas M. Duff

Name: Thomas M. Duff

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas M. Duff and Keith R. Phillips, and each of them, his attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated:

Signatures	Title	Date
/s/  Thomas M. Duff Thomas M. Duff	President and Director (Principal Executive Officer)	April 7, 2006
/s/  Keith R. Phillips Keith R. Phillips	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)	April 7, 2006

38

PTA RESOURCES,LLC

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and authorizes this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Fort Mill, state of South Carolina, on April 7, 2006.

PTA Resources, LLC

By:  /s/  Thomas M. Duff

Name: Thomas M. Duff

Title:  President of Sole Member

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas M. Duff and Keith R. Phillips, and each of them, his attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated:

Signatures	Title	Date
/s/  Thomas M. Duff Thomas M. Duff	President (Principal Executive Officer)	April 7, 2006
/s/  Keith R. Phillips Keith R. Phillips	Vice President (Principal Financial and Accounting Officer and Manager)	April 7, 2006
/s/  Audrey Goodman Audrey Goodman	Manager (Principal Financial Officer)	April 7, 2006

39

WELLMAN RESINS, LLC

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and authorizes this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Fort Mill, state of South Carolina, on April 7, 2006.

Wellman Resins, LLC

By:  /s/  Thomas M. Duff

Name: Thomas M. Duff

Title:  President of Sole Member

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas M. Duff and Keith R. Phillips, and each of them, his attorneys-in-fact and agents, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated:

Signatures	Title	Date
/s/  Thomas M. Duff Thomas M. Duff	President of Sole Member (Principal Executive Officer)	April 7, 2006
/s/  Keith R. Phillips Keith R. Phillips	Vice President of Sole Member (Principal Financial and Accounting Officer and Manager)	April 7, 2006
/s/  Audrey Goodman Audrey Goodman	Manager	April 7, 2006
Michael Dewsbury	Manager	April 7, 2006

40

EXHIBIT INDEX

1	.1*	Form of Underwriting Agreement
4	.1.1	Restated Certificate of Incorporation of Wellman, Inc. dated June 1, 1987 (incorporated by reference to Exhibit 3(a) (1) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.2	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated May 18, 1989 (incorporated by reference to Exhibit 3(a) (2) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.3	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated May 30, 1990 (incorporated by reference to Exhibit 3(a) (3) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.4	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated February 16, 1994 (incorporated by reference to Exhibit 3(a) (4) of the Company’s Form 10-Q for the quarter ended June 30, 2000)
4	.1.5	Certificate of Amendment to Restated Certificate of Incorporation of Wellman, Inc. dated June 26, 2003 (incorporated by reference to Exhibit 3(a) (5) of the Company’s Form 10-Q for the quarter ended June 30, 2003)
4	.2	Restated By-Laws of Wellman, Inc. as of August 14, 2001 (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-K for the year ended December 31, 2005)
4	.3	Certificate of Incorporation of ALG, Inc. dated February 28, 1993
4	.4	By-Laws of ALG, Inc.
4	.5	Articles of Incorporation of Carpet Recycling of Georgia, Inc. dated August 28, 1997
4	.6	By-Laws of Carpet Recycling of Georgia, Inc.
4	.7	Certificate of Incorporation of FIISB, Inc. dated January 14, 1999
4	.8	By-Laws of FIISB, Inc.
4	.9	Certificate of Incorporation of Fiber Industries, Inc. dated August 13, 1987, as amended
4	.10	By-Laws of Fiber Industries, Inc. as of August 11, 1989
4	.11	Certificate of Incorporation of Finwell, Inc. dated December 1, 2003
4	.12	By-Laws of Finwell, Inc.
4	.13	Certificate of Incorporation of Josdav, Inc. dated August 28, 2003
4	.14	By-Laws of Josdav, Inc.
4	.15	Certificate of Incorporation of MED Resins, Inc. dated November 18, 1999
4	.16	By-Laws of MED Resins, Inc.
4	.17	Certificate of Incorporation of MRF, Inc. dated May 8, 1995
4	.18	By-Laws of MRF, Inc.
4	.19	Certificate of Incorporation of PermaClear East, Inc. dated August 31, 1998
4	.20	By-Laws of PermaClear, Inc.
4	.21	Certificate of Incorporation of Prince, Inc. dated December 22, 1989, as amended
4	.22	By-Laws of Prince, Inc.
4	.23	Certificate of Formation of PTA Resources, LLC dated March 4, 1999
4	.24	Limited Liability Company Agreement of PTA Resources, LLC dated February 10, 2004
4	.25	Articles of Incorporation of Warehouse Associates, Inc. dated February 19, 1976
4	.26	By-Laws of Warehouse Associates, Inc.
4	.27	Certificate of Incorporation of Wellman of Mississippi, Inc. dated March 28, 1996
4	.28	By-Laws of Wellman of Mississippi, Inc.
4	.29	Certificate of Formation of Wellman Resins, LLC dated November 1, 1996
4	.30	Limited Liability Company Agreement of Wellman Resins, LLC as of November 1, 1996

41

4	.31.1	Rights Agreement dated as of August 31, 2001 between the Company and First Union National Bank, as Right Agent (incorporated by reference to Exhibit 4 of the Company’s Registration Statement on Form 8-A, incorporated by reference herein)
4	.31.2	Amendment to Rights Agreement dated as of February 12, 2003, by and between Wellman, Inc. and Wachovia Bank, N.A., f/k/a First Union National Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 27, 2003)
4	.32	Common Stock Purchase Warrant dated as of February 12, 2003 for the purchase of 1,250,000 shares of common stock (incorporated by reference to Exhibit 4(f) to the Company’s Form 10-K for the year ended December 31, 2002)
4	.33	Securities Purchase Agreement by and between Wellman, Inc. and Warburg Pincus Private Equity VIII, LP, dated as of February 12, 2003 (incorporated by reference to Exhibit 4(g) to the Company’s Form 10-K for the year ended December 31, 2002)
4	.34	Common Stock Purchase Warrant dated as of June 27, 2003 for the purchase of 1,250,000 shares of common stock (incorporated by reference to Exhibit 4(h) of the Company’s Form 10-Q for the quarter ended June 30, 2003)
4	.35	Form of Indenture
4	.36*	Form of Note
4	.37*	Form of Warrant
4	.38*	Form of Warrant Agreement
4	.39*	Form of Unit Agreement
4	.40*	Form of Standard Stock Purchase Contract Agreement
5	.1	Legal Opinion of Edwards Angell Palmer & Dodge LLP
12	.1	Statement re: Computation of Ratio of Earnings to Fixed Charges
23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23	.2	Consent of KPMG Chartered Accountants, Dublin, Ireland
23	.3	Consent of Edwards Angell Palmer & Dodge LLP (included in Exhibit 5(a))
24	.1	Powers of Attorney (set forth on the Signature Pages to this Registration Statement).
25	.1*	Statement of Eligibility of Trustee under the Indenture on Form T-1. To be filed separately pursuant to Section 305(b) (2) of the Trust Indenture Act of 1939.

* To be filed by amendment or as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated by reference herein, if applicable.

42

EX-4.3

                                                                     Exhibit 4.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                                    ALG, INC.

     FIRST: The name of the Corporation is ALG, Inc.

     SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock with a
par value of one cent ($.01) per share.

     FIFTH: The affirmative vote or consent of the holders of greater than Fifty
Percent (50%) of the outstanding Common Stock of the Corporation shall be
necessary to approve any action to be taken by the stockholders of the
Corporation.

     SIXTH: The names and addresses of the persons who shall serve as Directors
of the Corporation until the first annual meeting of the stockholders of the
Corporation or until their successors are elected and qualified are as follows:



NAME                      MAILING ADDRESS

Clifford J. Christenson   Shrewsbury Executive Center
                          1040 Broad Street, Suite 302
                          Shrewsbury, NJ 07702

Thomas M. Duff            Shrewsbury Executive Center
                          1040 Broad Street, Suite 302
                          Shrewsbury, NJ 07702

     SEVENTH: No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Laws of the State of
Delaware, or (iv) for any transaction from which the Director derived an
improper personal benefit. This Article shall not eliminate or limit the
liability of a Director for any act or omission occurring prior to the time this
Article became effective.

     EIGHTH: The name and mailing address of the Incorporator is as follows:

NAME                       MAILING ADDRESS

Laura N. Wilkinson, Esq.   2700 Hospital Trust Tower
                           Providence, RI 02903

     NINTH: The Corporation is to have perpetual existence.

     TENTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     ELEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the Corporation is
authorized and empowered to


                                       -2-



adopt, alter, amend and repeal the By-laws of the Corporation in any manner not
inconsistent with the laws of the State of Delaware.

     TWELFTH: The Corporation shall indemnify its officers, directors, employees
and agents to the full extent permitted by the General Corporation Law of the
State of Delaware.

     THIRTEENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.

     FOURTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in Certificate of Incorporation, in the manner
now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 23rd day of February, 1993.


                                        ----------------------------------------
                                        Laura N. Wilkinson, Esq.


                                       -3-

EX-4.4

                                                                     Exhibit 4.4

                                    ALG, Inc.

                                     BY-LAWS

                                   ARTICLE 1.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of the Corporation
in the State of Delaware shall be at Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle. The name of the resident
agent in charge thereof shall be The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the



first Tuesday in June in each year, if not a legal holiday at the place where
such meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b)


                                       -2-



Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy or who shall in
person or by attorney thereunto authorized, waive such notice in writing or by
telegraph, cable or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each


                                       -3-



stockholder shall be entitled to one vote, in person or by proxy, for each share
of capital stock of the Corporation registered in his name on the books of the
Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                       -4-



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of


                                      -5-



directors they shall be ineligible for election to any office at such meeting.
(d) The stock ledger shall be conclusive evidence as to who are the stockholders
entitled to examine the stock ledger and the list of stockholders required by
this Section 2.09 on the books of the Corporation or to vote in person or by
proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than eleven (11) as from time to time shall be
fixed by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                       -6-



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                       -7-



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                       -8-



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                       -9-



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                      -10-



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of members present shall
preside at meetings of the Executive Committee and the Secretary or an Assistant
Secretary of the Corporation, or such other person as the Executive Committee
shall from time to time determine, shall act as secretary of the Executive
Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                      -11-



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The


                                      -12-



Board of Directors shall have the power to change the members of any committee
at any time, to fill vacancies and to discharge any such committee, either with
or without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and variations in
title to be determined by the Board of Directors), a Treasurer and a Secretary.
In addition, there may be such other or subordinate officers, agents and
employees as may be appointed in accordance with the provisions of Section 6.03.
Any two or more offices may be held by the same person, except that the office
of Secretary shall be held by a person other than the person holding the office
of President.


                                      -13-



     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided. The President shall be and remain a
director.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


                                      -14-



     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act, or by the
President. In the absence of the President, the Vice President shall preside at
all meetings of the stockholders.

     SECTION 6.09. Vice President. Each Vice President shall have such powers
and perform such duties as from time to time may be conferred upon or assigned
to him by the Board of Directors or any committee of the Board designated by it
to so act, or by the President or Chairman. In the absence of the President or
Chairman, a Vice President shall preside at all meetings of the stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board


                                      -15-



designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary designated by the
Secretary or the Board of


                                      -16-



Directors shall perform all the duties of the Secretary and, when so acting,
shall have all the powers of the Secretary. The Assistant Secretaries shall
perform such other duties as from time to time may be assigned to them by the
Board of Directors or any committee of the Board designated by it so to act, or
by the President or Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer,


                                      -17-



employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for


                                      -18-



the payment of any and all loans, advances, indebtedness and liabilities of the
Corporation, may mortgage, pledge, hypothecate or transfer any real or personal
property at any time owned or held by the Corporation, and to that end execute
instruments of mortgage or pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time


                                      -19-



to time appoint an attorney or attorneys or agent or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation, association or trust any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, association or trust, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, association or trust, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.


                                      -20-



     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall


                                      -21-



be signed by the President or Chairman or a Vice President, and by the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation; provided, however, that where such certificate is signed or
countersigned by a transfer agent or registrar the signatures of such officers
of the Corporation and the seal of the Corporation may be in facsimile form. In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be issued and delivered by the Corporation as though the person
or persons who signed such certificate or whose facsimile signature or
signatures shall have been used thereof had not ceased to be such officer or
officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices


                                      -22-



or agencies, each in charge of a transfer agent designated by the Board of
Directors, where the shares of the capital stock of the Corporation shall be
directly transferable, and also if and whenever the Board of Directors shall so
determine, maintain one or more registrar offices designated by the Board of
Directors, where such shares of stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, anew certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1993, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.


                                      -23-



                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                      -24-

EX-4.5

                                                                     Exhibit 4.5

                            ARTICLES OF INCORPORATION

                                       OF

                        CARPET RECYCLING OF GEORGIA, INC.

                                   ----------

          The undersigned, an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
business corporation, pursuant to the provisions of the Georgia Business
Corporation Code.

          FIRST: The name of the corporation (hereinafter called the
"corporation") is Carpet Recycling of Georgia, Inc.

          SECOND: The number of shares which the corporation is authorized to
issue is 8,000, all of which are of a par value of $.01 dollars each and are of
the same class and are Common shares.

          THIRD: The street address and the county of the initial registered
office of the corporation in the State of Georgia is 1201 Peachtree Street,
N.E., Atlanta, Fulton County, Georgia 30361.

          The name of the initial registered agent of the corporation at the
said registered office is CT Corporation System.

          FOURTH: The name and the address of the incorporator are:

NAME              ADDRESS

Douglas G. Gray   c/o Edwards & Angell
                  2700 Hospital Trust Tower
                  Providence, RI 02903




          FIFTH: The mailing address of the initial principal office of the
corporation is: 1040 Broad Street, Suite 302, Shrewsbury, New Jersey.

          SIXTH: The purposes for which the corporation is organized, which
shall include the authority of the corporation to engage in any lawful business,
are as follows:

          To engage in the business of procuring recycled post-consumer carpet
     materials, fabricating equipment related to recycling carpets, and selling
     and leasing such equipment.

          To have all of the general powers granted to corporations organized
     under the Georgia Business Corporation Code, whether granted by specific
     statutory authority or by construction of law.

          SEVENTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which carry any
rights, to subscribe for, purchase, or otherwise acquire shares of any class of
the corporation; and any and all of such shares, bonds, securities, or
obligations of the corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued if the same have been reacquired and if their
reissue is not prohibited, and any and all of such rights and options may be
granted by the Board of Directors to such individuals and entities, and for such
lawful consideration, and on such terms, as the Board of Directors in its
discretion may determine, without first offering the same, or any thereof, to
any said holder.

          EIGHTH: The corporation shall, to the fullest extent permitted by the
provisions of the Georgia Business Corporation Code, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
any indemnification effected under this provision shall not be deemed exclusive
of rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in
their official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

          NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of the
Georgia Business Corporation Code, as the same may be amended and supplemented.


                                       2



          TENTH: Action required or permitted by the provisions of the Georgia
Business Corporation Code to be taken at a shareholders' meeting may be taken
without a meeting in accordance with the provisions of Section 14-2-704 of the
Georgia Business Corporation Code if the action is taken by persons who would be
entitled to vote at a meeting shares having voting power to cast not less than
the minimum number (or numbers, in the case of voting by groups) of votes that
would be necessary to authorize or take the action at a meeting at which all
shareholders entitled to vote were present and voted.

          ELEVENTH: In discharging the duties of their respective positions and
in determining what is believed to be in the best interests of the corporation,
the Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
corporation or its shareholders, may consider the interests of the employees,
customers, suppliers, and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors consider
pertinent.

          TWELFTH: This Article constitutes an undertaking by the corporation to
publish a notice of the filing of these Articles of Incorporation as required by
the provisions of subsection (b) of Section 14-2-201.1 of the Georgia Business
Corporation Code.

          THIRTEENTH: The duration of the corporation shall be perpetual.

Signed on ____________, 1997.


                                        ----------------------------------------
                                        Douglas G. Gray, Incorporator


                                       3



The Fulton County Daily Report
190 Pryor Street, S.W.
Atlanta, Georgia  30303

You are requested to publish, once a week for two consecutive weeks, commencing
within ten days after your receipt of this letter, a notice in the following
form:

                            "NOTICE OF INCORPORATION

     Notice is given that articles of incorporation which incorporate have been
     delivered to the Secretary of State for filing in accordance with the
     Georgia Business Corporation Code. The initial registered office of the
     corporation is located at 100 Peachtree Street, Atlanta, Fulton County,
     Georgia 30303 and its initial registered agent at such address is
     Corporation Service Company"

Enclosed is a check in the amount of $40 in payment of the cost of publishing
this notice.

                                        Very truly yours,

                                        Corporation Service Company
                                        100 Peachtree Street
                                        Atlanta, Georgia  30303


Dated: ___________, 19___.              By:
                                            ------------------------------------

EX-4.6

                                                                     Exhibit 4.6

                                     BYLAWS

                                       OF

                        CARPET RECYCLING OF GEORGIA, INC.

                             (a Georgia corporation)

                                   ----------

                                    ARTICLE I

                                  SHAREHOLDERS

          1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
the corporation shall set forth thereon the statements prescribed by Section
14-2-625 of the Georgia Business Corporation Code ("Business Corporation Code")
and by any other applicable provision of law, shall be signed, either manually
or in facsimile, by one or more of the following officers: the President, a
Vice-President, the Secretary, an Assistant Secretary, the Treasurer, an
Assistant Treasurer, or by one or more officers designated by the Board of
Directors, and may bear the corporate seal or its facsimile. If the person who
signed a share certificate, either manually or in facsimile, no longer holds
office when the certificate is issued, the certificate is nevertheless valid. If
the certificate is signed in facsimile, then it must be countersigned by a
transfer agent or registered by a registrar other than the corporation itself or
an employee of the corporation. The transfer agent or registrar may sign either
manually or by facsimile.

          2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue fractions of
a share or pay in money the value of fractions of a share; arrange for
disposition of fractional shares by or for the account of the shareholders; and
issue scrip in registered or bearer form entitling the holder to receive a full
share upon surrendering enough scrip to equal a full share. Each certificate
representing scrip must be conspicuously labeled "scrip" and must contain the
information required by subsection (b) of Section 14-2-625 of the Business
Corporation Code. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the corporation upon liquidation. The holder of
scrip is not entitled to any of these rights unless the scrip provides for them.
The Board of Directors may authorize the issuance of scrip subject to any
conditions considered desirable, including (a) that the scrip will become void
if not exchanged for full shares before a specified date; and (b) that the
shares for which the scrip is exchangeable may be sold and the proceeds paid to
the scripholders.

          3. SHARE TRANSFERS. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly



endorsed and the payment of all taxes thereon, if any. Except as may be
otherwise provided by law or these Bylaws, the person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the corporation, shall be so expressed in the entry of
transfer.

          4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to demand a special meeting, or to take any other
action, the Board of Directors of the corporation may fix a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such determination
of shareholders. A determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty days after the date
fixed for the original meeting.

          5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Code confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.

          6. SHAREHOLDER MEETINGS.

          - TIME. The annual meeting shall be held on the first Tuesday in June
of each year, or on the date fixed from time to time by the directors. A special
meeting shall be held on the date fixed from time to time by the directors
except when the Business Corporation Code confers the right to call a special
meeting upon the shareholders.

          - PLACE. Annual meetings and special meetings shall be held at such
place in or out of the State of Georgia as the directors shall from time to time
fix.

          - CALL. Annual meetings may be called by the directors or the Chairman
of the Board of Directors, the President, or the Secretary or by any officer
instructed by the directors or the President to call the meeting. Special
meetings may be called in like manner.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation
shall notify shareholders of the date, time, and place of each annual and
special shareholders' meeting. Such notice shall be no fewer than ten nor more
than sixty days before the


                                        2



meeting date. Unless the Business Corporation Code or the articles of
incorporation require otherwise, notice of an annual meeting shall not be
required to include a description of the purpose or purposes for which the
meeting is called. Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called. Unless the Business
Corporation Code or the articles of incorporation require otherwise, the
corporation is required to give notice only to shareholders entitled to vote at
the meeting. A shareholder may waive any notice required by the Business
Corporation Code, the articles of incorporation or the Bylaws before or after
the time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented. The term
"notice" as used in this paragraph shall mean notice as prescribed by Section
14-2-141 of the Business Corporation Code.

          - VOTING LIST FOR MEETING. After fixing a record date for a meeting,
the corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder, his agent, or his attorney at the time and place of the meeting.

          - CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, if any, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

          - PROXY REPRESENTATION. A shareholder or his or her agent or attorney
in fact may appoint a proxy to vote or otherwise act for the shareholder by
executing a writing which authorizes another person or other persons to vote or
otherwise act for the shareholder by signing an appointment form. Execution may
be accomplished by any reasonable means. An appointment of a proxy is effective
when received by the inspector of election or the officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for eleven
months, unless a longer period is expressly provided in the appointment form. An
appointment of a proxy is revocable unless the appointment form or facsimile
transmission states that it is irrevocable and the appointment is coupled with
an interest.

          - SHARES HELD BY NOMINEES. The corporation may establish a procedure
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by


                                        3



the corporation as the shareholder. The extent of this recognition may be
determined in the procedure.

          - QUORUM. Unless the articles of incorporation or the Business
Corporation Code provides otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.

          - VOTING. Directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
articles of incorporation, a Bylaw authorized by the articles under Section
14-2-1021 of the Business Corporation Code, or the Business Corporation Code
requires a greater number of affirmative votes.

          7. ACTION WITHOUT MEETING. Action required or permitted by the
provisions of the Business Corporation Code to be taken at a shareholders'
meeting may be taken without a meeting in accordance with the provisions of
Section 14-2-704 of the Business Corporation Code if the action is taken by
persons who would be entitled to vote at a meeting shares having voting power to
cast not less than the minimum number (or numbers, in the case of voting by
groups) of votes that would be necessary to authorize or take the action at a
meeting at which all shareholders entitled to vote were present and voted.

          8. ADJOURNMENT. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.

                                   ARTICLE II

                               BOARD OF DIRECTORS

          1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.

          2. QUALIFICATIONS AND NUMBER. Directors shall be natural persons who
are eighteen years of age or older, but need not be shareholders, citizens of
the United States, or a residents of the State of Georgia. The initial Board of
Directors consists of two (2) persons, which shall be the number of directors
until changed. Thereafter, the number of directors shall not be less than one
(1) nor more than seven (7). The number of directors may be fixed or changed
from time to time, within such minimum and maximum, by the shareholders or by
the Board of Directors. If not so fixed, the number shall be two (2). The number
of directors shall never be less than one.


                                        4



          3. TERMS AND VACANCIES. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors, but only for a term of office
continuing until the next election of directors by the shareholders and until
the election and qualification of the successor. Despite the expiration of a
director's term, he continues to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the shareholders or the Board of Directors may fill
the vacancy; or if the directors remaining in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.

          4. MEETINGS.

          - TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

          - PLACE. The Board of Directors may hold regular or special meetings
in or out of the State of Georgia at such place as shall be fixed by the Board.

          - CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Code or by these Bylaws before or after the date and time stated in
the notice. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Except as hereinbefore provided, a waiver shall
be in writing, signed by the director entitled to the notice, and delivered to
the corporation for inclusion in the minutes or filing with the corporate
records.

          - QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a


                                        5



quorum is present when a vote is taken, the affirmative vote of a majority of
directors present shall be the act of the Board of Directors. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through use of, any means of communication by
which all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.

          - CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.

          5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 14-2-808
of the Business Corporation Code.

          6. COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The provisions of Sections 14-2-820 through 14-2-824 of the
Business Corporation Code, which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements, apply to
committees and their members as well. To the extent specified by the Board of
Directors or these Bylaws, each committee may exercise the authority of the
Board of Directors under Section 14-2-801 of the Business Corporation Code
except such authority as may not be delegated under the Business Corporation
Code.

          7. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Code to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one or more written consents describing the action
taken, signed by each director, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records.


                                        6



                                   ARTICLE III

                                    OFFICERS

          The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the corporation.

          A duly appointed officer may appoint one or more officers or assistant
officers.

          Each officer of the corporation shall have the authority and shall
perform the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation, and provided further, that unless the
Articles of Incorporation or a resolution of the Board of Directors provide
otherwise, the President shall have the authority to conduct all ordinary
business and may execute and deliver on behalf of the corporation any contract,
conveyance, or similar document not requiring approval by the Board of Directors
or shareholders as provided in the Business Corporation Code.

          The Board of Directors may remove any officer at any time with or
without cause.

                                   ARTICLE IV

                           REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.

                                    ARTICLE V

                                 CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.

                                   ARTICLE VI

                                   FISCAL YEAR

          The fiscal year of the corporation shall be fixed at December 31 of
each year, and shall be subject to change, by the Board of Directors.

                                   ARTICLE VII


                                        7



                               CONTROL OVER BYLAWS

          The corporation's Board of Directors may amend or repeal the Bylaws,
except as otherwise required by the Business Corporation Code. Notwithstanding
the foregoing provision, the corporation's shareholders may amend or repeal the
Bylaws or adopt new Bylaws.

          I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Carpet Recycling of Georgia, Inc., a corporation of the State
of Georgia, as in effect on the date hereof.

          WITNESS my hand and the seal of the corporation.

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


                                        ----------------------------------------
                                        Secretary

(SEAL)


                                        8

EX-4.7

                                                                     Exhibit 4.7

                          CERTIFICATE OF INCORPORATION
                                       OF
                                   FIISB, INC.

     FIRST: The name of the Corporation is FIISB, Inc..

     SECOND: The registered office of the Corporation in the State of Delaware
is located at The Corporation Trust Company, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock with a
par value of one cent ($.01) per share.

     FIFTH: No Director of the corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.

     SIXTH: The name and mailing address of the Incorporator is as follows:

NAME:             MAILING ADDRESS:

Douglas G. Gray   c/o Edwards & Angell, LLP
                  2800 BankBoston Plaza
                  Providence, RI 02903



     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law of
Delaware.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation.

     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this _____ day of _______________, 1999.


                                        ----------------------------------------
                                        Douglas G. Gray


                                        2

EX-4.8

                                                                     Exhibit 4.8

                                   FIISB, INC.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of FIISB, Inc. (the
"Corporation") in the State of Delaware shall be at The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware 19801. The name of the
resident agent at such address is The Corporation Trust Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the



first Tuesday in May in each year, if not a legal holiday at the place where
such meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b)


                                       2



Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy or who shall in
person or by attorney thereunto authorized, waive such notice in writing or by
telegraph, cable or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be


                                       3



entitled to one vote, in person or by proxy, for each share of capital stock of
the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                       4



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall


                                       5



be ineligible for election to any office at such meeting. (d) The stock ledger
shall be conclusive evidence as to who are the stockholders entitled to examine
the stock ledger and the list of stockholders required by this Section 2.09 on
the books of the Corporation or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than eleven (11) as from time to time shall be
fixed by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                       6



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                       7



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                       8



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                       9



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                       10


appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                       11



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board


                                       12



of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that the office of Secretary shall be held by
a person other than the person holding the office of President.

     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of


                                       13



Section 6.03, shall be elected annually by the Board of Directors and shall hold
office until his successor shall have been duly elected and qualified, or until
his death, or until he shall have resigned or shall have been removed in the
manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.


                                       14



     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the President, the Vice President shall preside at all meetings of
the stockholders.

     SECTION 6.09. Vice President. Each Vice President shall have such powers
and perform such duties as from time to time may be conferred upon or assigned
to him by the Board of Directors or any committee of the Board designated by it
to so act, or by the President or Chairman. In the absence of the President or
Chairman, a Vice President shall preside at all meetings of the stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the


                                       15



financial condition of the Corporation; and, in general, he shall perform all
the duties as from time to time may be assigned to him by the Board of Directors
or any committee of the Board designated by it so to act, or by the President or
Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman or the Secretary.


                                       16



     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.


                                       17



                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the


                                       18



Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the


                                       19



Corporation as shall from time to time be determined by resolution of the Board
of Directors or any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the


                                       20



Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or


                                       21



to give such consent, and in each such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting and any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be


                                       22



issued and delivered by the Corporation as though the person or persons who
signed such certificate or whose facsimile signature or signatures shall have
been used thereof had not ceased to be such officer or officers of the
Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.


                                       23



     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1999, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.


                                       24



                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                       25



                      KNOW ALL MEN BY THESE PRESENTS, THAT

     I, the undersigned incorporator of FIISB, Inc., having performed all of my
functions and duties as such incorporator, do hereby assign, transfer and
release unto said corporation, its franchises and assets which I may have by
virtue of my being the incorporator thereof.

     IN WITNESS WHEREOF, I have set my hand and seal the ___ day of _______,
1999.


                                        ----------------------------------------
                                        Douglas G. Gray

EX-4.9

                                                                     Exhibit 4.9

                                    DELAWARE
                                 The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FIBER INDUSTRIES, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF AUGUST, A.D.
1987, AT 10:20 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D.
1987, AT 11:30 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "FIBER INDUSTRIES
ACQUISITION CO., INC." TO "FIBER INDUSTRIES, INC.", FILED THE TWENTY-THIRD DAY
OF OCTOBER, A.D. 1987, AT 10 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF JANUARY, A.D. 1988,
AT 10 O'CLOCK A.M.

     CERTIFICATE OF DESIGNATION, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D.
1988, AT 12:45 O'CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE FIRST DAY OF NOVEMBER, A.D. 1989, AT 9:15
O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE NINTH DAY OF AUGUST, __________

[SEAL]


                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

                                       AUTHENTICATION: 2900406
                                                 DATE: 01-30-04



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                     FIBER INDUSTRIES ACQUISITION CO., INC.

     Pursuant to the provisions of Section 242(b) of the General Corporation Law
of the State of Delaware, the undersigned corporation (the "Corporation") hereby
adopts the following Certificate of Amendment to its Certificate of
Incorporation for the purpose of reducing the total number of its authorized
shares as follows:

          1. The name of the Corporation is Fiber Industries Acquisition Co.,
     Inc.

          2. Article IV of the Certificate of Incorporation of the Corporation
     shall be amended to read in its entirety us follows:

                                   "ARTICLE IV

               The total number of shares of stock which the corporation shall
          have authority to issue is One Thousand (1,000) shares of common
          stock, $0.01 par value per share."

          3. Such amendment was adopted by the directors and shareholders of the
     Corporation pursuant to separate unanimous written consents of even dale
     hereof.

     IN WITNESS WHEREOF, the undersigned Corporation sets its hand this ____ day
of September, 1987.

                                        FIBER INDUSTRIES ACQUISITION CO., INC.


                                        By:
                                            ------------------------------------
                                            Willard M. Hanzlik, Vice President


ATTEST:


By:
    ----------------------------------
    Hunter Nelson, Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Fiber Industries Acquisition Co., Inc. a corporation organized and existing
under and by virtue of the General corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That by unanimous written consent of even date hereof of the Board of
Directors of Fiber Industries Acquisition Co., Inc. resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation. The resolution setting forth the proposed amendment is as
follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof number "1" so that, as amended said
     Article shall read as follows:

          "The name of the corporation is Fiber Industries, Inc."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
shareholders of said corporation by unanimous written consent duly adopted said
amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, said Fiber Industries Acquisition Co., Inc. has caused
this certificate to be signed by Willard M. Hanzlik its Vice President, and
Hunter Nelson, its Assistant Secretary, this _____ day of ______________, 1987.


                                        By:
                                            ------------------------------------
                                            Vice President


                                        Attest:
                                                --------------------------------
                                                Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Fiber Industries, Inc. ("Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

     FIRST: That in lieu of a meeting and vote of directors, the Board of
Directors of the Corporation, by unanimous written consent filed with the
Corporation in accordance with the provisions of Section 141(f) of the General
Corporation Law of the State of Delaware, have adopted resolutions approving and
declaring advisable the following amendment to the Certificate of Incorporation
of the Corporation:

     RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing Article IV so that, as amended, Article IV shall be and read
as follows:

          The total number of shares of stock which the corporation shall have
     the authority to issue is 14,000,000 shares, of which 11,000,000 shares
     shall be shares of common stock, $0.01 par value per share, and 3,000,000
     shares shall be shares of preferred stock, $0.01 par value per share.

          The corporation may issue one or more series of preferred stock, each
     such series to consist of such number of shares as shall be determined by
     resolution of the board of directors creating such series. The preferred
     stock of each such series shall have such voting powers, full or limited,
     or no voting powers, and such designations, preferences and relative,
     participating, optional, redemption, conversion, exchange or other special
     rights and qualifications, limitations or restrictions thereof, as shall be
     stated and expressed by the board of directors in the resolution or
     resolutions providing for the issue of such series of preferred stock
     pursuant to the authority to do so which is hereby expressly vested in the
     board of directors.

          Except as otherwise provided in any resolution or resolutions of the
     board of directors providing for the issue of any particular series of
     preferred stock, the number of shares of stock of any such series so set
     forth in such resolution or resolutions may be increased or decreased (but
     not below the number of shares of such series then outstanding) by a
     resolution or resolutions likewise adopted by the board of directors.

          Except as otherwise provided in any resolution or resolutions of the
     board of directors providing for the issue of any particular series of
     preferred stock, preferred stock redeemed or otherwise acquired by the
     corporation shall assume the status of authorized but unissued preferred
     stock and shall be unclassified as to series and may thereafter, subject to
     the provisions of this Article IV and to any restrictions contained in any
     resolution or resolutions of the board of directors providing for the issue
     of any such series of preferred stock, be reissued in the same manner
     as-other authorized but unissued preferred.



          Except as otherwise specifically required by law or as specifically
     provided in any resolution or resolutions of the board of directors
     providing for the issue of any particular series of preferred stock, the
     exclusive voting power of the corporation shall be vested in the common
     stock of the corporation. Each share of common stock entitles the holder
     thereof to one vote at all meetings of the stockholders of the corporation.


                                      -5-



                             FIBER INDUSTRIES, INC.

                           CERTIFICATE OF DESIGNATION

                        OF THE PREFERENCES AND RIGHTS OF

                            THE 15-1/2% EXCHANGEABLE

                    PREFERRED STOCK, PAR VALUE $.01 PER SHARE

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

     The following resolution was duly adopted by the Board of Directors of
Fiber Industries, Inc., a Delaware corporation (the "Corporation"), pursuant to
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, on January 26, 1988:

     Whereas, the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") authorizes the issuance by the Corporation of a
class of preferred stock, par values $.01 per share ("Preferred Stock"), by the
Corporation;

     RESOLVED that, pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation (the "Board of Directors") by the
provisions of the Certificate of Incorporation, the Board of Directors hereby
authorizes the issuance of a series of Preferred Stock which shall consist of
20,000 of the shares of Preferred Stock which the Corporation now has authority
to issue, and the Board of Directors hereby fixes the designation, preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the shares of such
series (in addition to the designation, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, set forth in the Certificate of Incorporation of the
Corporation which are applicable to the Preferred Stock) as follows:

          (i) Designation and Number of Shares. The designation of said series
     of the Preferred Stock authorized by this resolution shall be "15-1/2%
     Exchangeable Preferred Stock" (the "Exchangeable Preferred"). The number of
     shares of Exchangeable Preferred that may be issued by the Corporation
     shall be 20,000.

          (ii) Accrual and Payment of Dividends.

          (a) Holders of record of shares of Exchangeable Preferred shall be
     entitled to receive, when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, cumulative dividends
     at the annual rate of $155 per share commencing from the issuance date
     thereof, and no more, payable in cash in equal quarterly payments. Such
     dividends shall be payable on the first business day on or following each
     February 1, May 1, August 1 and



     November 1 (hereinafter referred to as a "Dividend Payment Date")
     commencing May 1, 1988 to persons who are holders of record of the
     Exchangeable Preferred on the immediately preceding January 15, April 15,
     July 15 or October 15, as the case may be (a "Record Date"). Such dividends
     with respect to any share of Exchangeable Preferred shall be cumulative and
     shall accrue (whether or not declared) from the date of issue thereof to
     the date of cancellation or redemption thereof.

          (b) The amount of any dividends accrued on any outstanding share of
     Exchangeable Preferred at the end of any completed dividend period shall be
     deemed to be the amount of any unpaid dividends accrued thereon to and
     including the end of such completed dividend period, whether or not
     declared, and the amount of dividends accrued on any outstanding share of
     Exchangeable Preferred at any date other than the end of any completed
     dividend period shall be calculated as the amount of any unpaid dividends
     accrued thereon to and including the end of the next preceding dividend
     period, whether or not earned or declared, plus an amount calculated on the
     basis of the applicable dividend rate described in subparagraph (ii)(a)
     above for the period after such next preceding completed dividend period to
     and including the date as of which the calculation is made, based on the
     actual number of days elapsed in such dividend period in relation to the
     total number of days in such dividend period. For purposes of this
     subparagraph, dividends shall be deemed to accrue daily.

          (c) So long as any of the Exchangeable Preferred is outstanding, the
     Corporation will not declare or pay or set apart for payment any dividends
     (other than a dividend in Common Stock or in any other class of stock
     ranking junior to the Exchangeable Preferred both as to dividends and upon
     liquidation) or make any other distribution on the Common Stock or any
     other class of stock of the Corporation ranking junior to the Exchangeable
     Preferred either as to dividends or upon liquidation, and will not redeem,
     purchase or otherwise acquire for value, or set apart money for any sinking
     or other analogous fund for the redemption or purchase of, any shares of
     Common Stock or any such other junior class unless all dividends on the
     Exchangeable Preferred for all Dividend Payment Dates prior to or
     concurrent with the payment with respect to any such dividend,
     distribution, redemption, purchase or acquisition as to such Common Stock
     or other junior class (in any such case, a "Junior Payment"), and, if the
     Junior Payment does not occur on a Dividend Payment Date for the
     Exchangeable Preferred, for the next succeeding Dividend Payment Date,
     either (i) shall have been paid or (ii) declared and a sum sufficient for
     the payment thereof placed by the Corporation in an irrevocable trust with
     a bank or trust company (having capital and surplus of not less than
     $100,000,000) in the Borough of Manhattan, the City of New York (a "Trust")
     for the benefit of the holders of the Exchangeable Preferred. No dividends
     shall be paid upon, or declared or set apart for, any shares of any class
     or series of stock of the Corporation ranking on a parity with the
     Exchangeable Preferred in the payment of dividends for any dividend period
     unless at the same time a like proportionate dividend for the same dividend
     period, ratably in proportion to the respective annual dividend rates fixed
     therefor, shall be paid


                                      -7-



     upon, or declared and set apart for, all shares of Exchangeable Preferred
     then issued and outstanding and entitled to receive such dividend.

          (d) If and so long as the Corporation shall be in default of any
     obligation to make any Mandatory Redemption required by paragraph (iv)(b),
     the Corporation shall not directly or indirectly purchase, redeem or
     discharge any mandatory redemption, sinking fund or any other similar
     obligation in respect of any shares of any class or series of stock of the
     Corporation ranking on a parity with the Exchangeable Preferred in the
     payment of dividends or upon liquidation.

          (iii) Liquidation.

          (a) The shares of Exchangeable Preferred shall be preferred over the
     shares of Common Stock and every other class of stock junior to the
     Exchangeable Preferred either as to dividends or upon liquidation, as to
     assets so that in the event of any liquidation (complete or partial),
     dissolution or winding up of the Corporation, whether voluntary or
     involuntary, the holders of the Exchangeable Preferred shall be entitled to
     receive out of the assets of the Corporation available for distribution to
     its stockholders, whether from capital, surplus or earnings, before any
     distribution is made to holders of shares of Common Stock or on any other
     class of stock junior to the Exchangeable Preferred upon any such
     liquidation, dissolution or winding up, an amount in cash equal to $1,000
     per share (the "Liquidation Value") plus all dividends (whether or not
     earned or declared) accrued and unpaid on the shares of Exchangeable
     Preferred (the "Liquidation Payment"). If, upon any liquidation (complete
     or partial), dissolution or winding up of the Corporation, the assets of
     the Corporation, or proceeds thereof, distributable among the holders of
     shares of Exchangeable Preferred are insufficient to pay in full the
     preferential amount aforesaid, then such assets, or the proceeds thereof,
     shall be distributable among such holders ratably in accordance with the
     respective amounts which would be payable on such shares if all amounts
     payable thereon were payable in full.

          (b) Written notice of any liquidation, dissolution or winding up of
     the Corporation, stating a payment date, the amount of the Liquidation
     Payment and the place where the amount distributable shall be payable,
     shall be given by mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to each holder of record of Exchangeable
     Preferred, such notice to be addressed to each such holder at its post
     office address as shown by the records of the Corporation.

          (c) For the purposes of this paragraph (iii), neither the voluntary
     sale, lease, conveyance, exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or substantially all the property
     or assets of the Corporation nor the consolidation or merger of the
     Corporation with one or more other corporations, shall be deemed to be a
     liquidation, dissolution or winding up, voluntary or involuntary, unless
     such voluntary sale, lease, conveyance, exchange


                                      -8-



     or transfer shall be in connection with a plan of liquidation, dissolution
     or winding up of the Corporation.

          (d) After the payment in cash to the holders of shares of the
     Exchangeable Preferred of the full amount of the Liquidation Payment with
     respect to outstanding shares of Exchangeable Preferred, the holders of
     outstanding shares of Exchangeable Preferred shall have no right or claim,
     based on their ownership of shares of Exchangeable Preferred, to any of the
     remaining assets of the Corporation.

          (iv) Redemption. The Exchangeable Preferred shall not be redeemable
     except as set forth below:

               (a) On or after May 1, 1991, the Corporation may, at its sole
          option, at any time redeem the shares of Exchangeable Preferred then
          outstanding, in whole or in part (provided that any such partial
          redemption shall not be for less than 1,000 shares of Exchangeable
          Preferred), in accordance with paragraph (v) (each, an "Optional
          Redemption"). In the event of any such redemption the Board of
          Directors shall, by resolution, fix the redemption date, which date
          shall be a Dividend Payment Date no more than 60 and not less than 30
          days from the date the Corporation notifies the holders of outstanding
          shares of Exchangeable Preferred of the Optional Redemption pursuant
          to paragraph v(c) hereof for such shares.

               (b) On May 1, 1999 and May 1, 2000, the Corporation shall, but
          subject to any limitations contained in the credit facility dated as
          of January 15, 1988 (and any amendments thereto or refinancings of the
          indebtedness represented thereby) among the Company, the banks parties
          thereto and The Chase Manhattan Bank, N.A., as agent (such credit
          facility and any amendments thereto or refinancings of the
          indebtedness represented thereby being hereinafter referred to as the
          "Credit Agreement") and in the indenture dated as of January 15, 1988
          (and any amendments thereto or refinancings of the indebtedness
          represented thereby), between the Company and MTrust Corp, as trustee
          pursuant to which the Company will issue up to $120,000,000 aggregate
          principal amount of its Senior Subordinated Increasing Rate Notes due
          January 15, 1995 (such indenture and any such amendments thereto or
          refinancings of the indebtedness represented thereby being hereinafter
          referred to as the "Indenture"), redeem a number of outstanding
          shares, if any, of Exchangeable Preferred having a Liquidation Value
          equal to 33 1/3% of the excess, on such redemption date, of (i) the
          aggregate Liquidation Value of all shares of Exchangeable Preferred
          originally issued over (ii) the aggregate Liquidation Value of all
          shares of Exchangeable Preferred theretofore exchanged for Exchange
          Debentures pursuant to paragraph (vi) below; and all outstanding
          shares of Exchangeable Preferred shall be redeemed by the Corporation
          on January 15, 2001 (each, a "Mandatory Redemption"), all in
          accordance with paragraph (v). The Corporation's


                                      -9-



          obligations under this subparagraph (iv)(b) shall not be affected by
          any Optional Redemption.

          (v) Terms of Redemption.

          (a) The redemption price for each share of Exchangeable Preferred
     redeemed pursuant to an Optional Redemption shall be 100% of its
     Liquidation Value, except that each share of Exchangeable Preferred
     redeemed on or before May 1, 1996 shall be redeemed at a redemption price
     of the sum of (i) 100% of its Liquidation Value, (ii) a premium, if any,
     determined as hereinafter provided in this subparagraph (v)(a), and (iii)
     accrued and unpaid dividends through the redemption date.

     The premium for any Optional Redemption occurring on or before May 1, 1996
     shall be determined by computing the positive remainder, if any, of (A) the
     present value, as of the date of such redemption, of the sum of (1) the
     aggregate Liquidation Value of the shares to be redeemed, assuming for
     purposes of this computation that such Liquidation Value would be realized
     on May 1, 1996 plus (2) all scheduled dividend payments with respect to
     such shares from the respective dates on which, but for such redemption,
     such dividend payments would have been payable through May 1, 1996,
     discounted on a quarterly compounded basis utilizing a discount factor
     equal to the Reinvestment Yield (as hereinafter defined), minus (B) the
     aggregate Liquidation Value of the shares of Preferred Stock to be redeemed
     under this subparagraph (v)(a). For purposes of this subparagraph (v)(a),
     "Reinvestment Yield" means one-fourth of the lesser of (A) 15.5% and (B)
     3.50% plus the arithmetic mean of the two most recent weekly average yields
     to maturity for actively traded marketable U.S. Treasury fixed interest
     rate securities with maturity dates closest to May 1, 1996, as published by
     the Federal Reserve Board in its Statistical Release H.15(519) for the two
     calendar weeks ending on the Saturday next preceding the date of the
     proposed redemption or, if such average is not published for such period,
     of such reasonably comparable index as may be designated by the holder or
     holders of at least two-thirds of the shares of Exchangeable Preferred to
     be redeemed pursuant to this subparagraph (v)(a). The Reinvestment Yield
     shall be calculated from the interpolated U.S. Treasury yields on a
     straight-line basis, rounding to the nearest month.

          (b) The redemption price for each share of Exchangeable Preferred
     redeemed pursuant to a Mandatory Redemption shall be 100% of the
     Liquidation Value of such share, together with accrued but unpaid dividends
     through the redemption date.

          (c) Not less than 30 nor more than 60 days prior to the date fixed for
     an Optional Redemption or an exchange pursuant to paragraph (vi) below or
     prior to the scheduled date of any Mandatory Redemption, a notice of the
     time, date and place thereof shall be given to the holders of record of the
     shares of Exchangeable Preferred so to be redeemed in such manner as may be
     prescribed


                                      -10-



     by the Board of Directors and such notice shall specify the number of
     shares of Exchangeable Preferred to be redeemed, together with the premium,
     if any, to be paid in respect thereof (expressed by reference to the
     Reinvestment Yield) and the date fixed for such redemption.

          (d) Subject to any limitations contained in the Credit Agreement and
     the Indenture, the Corporation may deposit the aggregate redemption price
     of Exchangeable Preferred to be redeemed in a Trust prior to the redemption
     date. If notice of redemption shall have been duly mailed, and upon making
     such deposit, or, if no such deposit is made, then upon such redemption
     date (provided that payment thereof is made available by the Corporation on
     the redemption date), holders of the Exchangeable Preferred to be redeemed
     on such date shall cease to be stockholders with respect to such shares and
     thereafter such shares shall no longer be transferable on the books of the
     Corporation and such holders shall have no interest in or claim against the
     Corporation with respect to such shares except the right to receive payment
     of the redemption price (including all dividends (whether or not earned or
     declared) accrued and unpaid to the date fixed for redemption) upon
     surrender of their certificates. Any funds deposited and unclaimed at the
     end of two years from the date fixed for redemption shall be repaid to the
     Corporation upon its request, after which repayment the holders of shares
     to have been redeemed shall look only to the Corporation for payment of the
     redemption price. The Board of Directors may cause the transfer books of
     the Corporation to be closed after sending out the notice required by
     paragraph v(b) hereof.

          (e) Any redemption of the Exchangeable Preferred under any Optional
     Redemption or Mandatory Redemption shall be accomplished out of funds
     legally available for such purpose at the redemption price and in the
     manner and with the effect provided in this paragraph (v). In the event the
     Corporation is required to redeem any shares of Exchangeable Preferred
     pursuant to a Mandatory Redemption and does not. have sufficient funds
     legally available to redeem all such shares on the applicable Dividend
     Payment Date, it shall use the funds available, if any, to redeem shares
     pro rata.

          (f) If less than all of the outstanding shares of the Exchangeable
     Preferred are to be redeemed pursuant to any Optional Redemption, Mandatory
     Redemption or exchange pursuant to paragraph (vi), the shares of
     Exchangeable Preferred to be redeemed or exchanged shall be determined pro
     rata (as nearly as may be, with adjustments to equalize for any prior
     redemptions) to all holders of Exchangeable Preferred, according to the
     respective number of shares of Exchangeable Preferred held by such holders
     (and for such purpose, if any holder shall hold shares of Exchangeable
     Preferred evidenced by more than one certificate such redemption shall also
     be allocated on such basis among such certificates as such holder shall
     request on a timely basis).


                                      -11-



          (g) Prior to the redemption date of any Optional Redemption, as
     promptly as possible after the redemption price can be determined, the
     Corporation shall deliver to each holder of shares to be redeemed a copy of
     the calculation of the redemption price.

          (h) Upon any redemption of shares of Exchangeable Preferred, the
     shares of Exchangeable Preferred so redeemed shall have the status of
     authorized and unissued shares of Preferred Stock, unclassified as to
     series, and the number of shares of Preferred Stock which the Corporation
     shall have authority to issue shall not be decreased by the redemption of
     shares of Exchangeable Preferred. No shares of Exchangeable Preferred so
     redeemed shall be reissued as Exchangeable Preferred.

          (vi) Exchange.

          (a) Except as provided below, the Corporation may exchange for shares
     of Exchangeable Preferred then outstanding (in whole or in part, provided
     that any such partial exchange shall be for not less than 1,000 shares), at
     its sole option on any Dividend Payment Date following May 1, 1990 its
     Junior Subordinated Exchange Debentures (the "Exchange Debentures"), issued
     pursuant to an indenture in the form attached hereto as Exhibit A, on the
     terms set forth in subparagraph (vi)(b). The Corporation's right to
     exchange the Exchange Debentures for Exchangeable Preferred pursuant to
     this paragraph (vi) shall be suspended at any time during which (w) a
     default or an event of default has occurred and is continuing under any
     loan agreement, indenture or other evidence of indebtedness to which the
     Corporation is a party or to the extent that any such issuance would result
     in such a default or event of default, (x) such exchange is prohibited by
     applicable law or any applicable provisions contained in the Certificate of
     Incorporation, any loan agreement, indenture or other evidence of
     indebtedness to which the Corporation is a party which limits the
     Corporation's indebtedness (y) accrued dividends on any shaves of
     Exchangeable Preferred have not been paid or (z) if the Exchangeable
     Preferred as a series has been registered pursuant to the Securities Act of
     1933 (the "Act"), a registration statement under the Act relating to the
     Exchange Debentures has not been filed with, and been declared effective
     by, the Securities and Exchange Commission or the Indenture has not been
     qualified under the Trust Indenture Act of 1939.

          (b) Exchange Debentures issued pursuant to subparagraph (vi)(a) shall
     be exchanged for Exchangeable Preferred in a principal amount equal to the
     aggregate Liquidation Value of shares of Exchangeable Preferred being
     exchanged; provided that, as a condition to any such exchange, the
     Corporation shall have declared and paid, or set apart in trust a sum
     sufficient for the payment of, all accrued and unpaid dividends on the
     shares of Exchangeable Preferred so exchanged to the date of such exchange.

          (vii) Voting. (a) The holders of shares of Exchangeable Preferred
     shall have no voting rights whatsoever, except as hereinafter provided. In
     addition to


                                      -12-



     any voting rights to which the holders of shares of Exchangeable Preferred
     may be entitled under the laws of the State of Delaware, the holders of
     Exchangeable Preferred shall have the following voting rights:

               (1) If and whenever at any time or times (A) dividends payable on
          Exchangeable Preferred shall have been in arrears and unpaid in an
          aggregate amount equal to or exceeding the amount of dividends payable
          thereon for six (6) quarterly periods (whether or not consecutive) or
          (B) the Corporation shall have failed to effect a Mandatory Redemption
          as provided in subparagraph (iv)(b), then the number of directors
          constituting the Board of Directors shall, without further action, be
          increased by two (hereinafter referred to as the "Additional
          Directors") and the holders of Exchangeable Preferred shall have, in
          addition to the other voting rights set forth herein, the exclusive
          right, voting separately as a class, to elect the Additional Directors
          to fill such newly created directorships, the remaining directors to
          be elected by the other class or classes of stock entitled to vote
          therefor, at each meeting of stockholders held for the purpose of
          electing directors.

               (2) Whenever the voting rights of the Exchangeable Preferred set
          forth in subparagraph (vii)(a)(1) shall have vested, such rights may
          be exercised initially either at a special meeting of the holders of
          the Exchangeable Preferred having such voting right, called as
          hereinafter provided, or at any annual meeting of stockholders held
          for the purpose of electing directors, or by the written consent of
          the holders of the Exchangeable Preferred entitled to vote thereon
          pursuant to Section 228 of the Delaware General Corporation Law. Such
          voting right shall continue until such time as (A) all cumulative
          dividends accumulated on the Exchangeable Preferred shall have been
          paid in full; and (B) all scheduled Mandatory Redemptions or similar
          obligations with respect to any other series shall have been made; at
          which time such voting rights of the holders of the Exchangeable
          Preferred shall terminate, subject to revesting in the event of each
          and every subsequent non-payment of dividends of the character
          indicated in subparagraph (vii)(a)(1) or failure to effect a Mandatory
          Redemption as required by subparagraph (iv)(b).

               (3) At any time when such voting rights shall have vested in any
          of the holders of the Exchangeable Preferred, and if such rights shall
          not already have been initially exercised, a proper officer of the
          Corporation shall, upon the written request of the holders of record
          of 10% in number of shares of Exchangeable Preferred outstanding then
          having such voting rights, addressed to the Secretary of the
          Corporation, call a special meeting of the holders of the Exchangeable
          Preferred having such voting rights and of any other class or classes
          of stock having voting power with respect thereto for the purpose of
          electing directors. Such meeting shall be held at the earliest
          practicable date upon the notice required for annual meetings of
          stockholders at the place for holding


                                      -13-



          annual meetings of stockholders of the Corporation or, if none, at a
          place designated by the Secretary of the Corporation. If such meeting
          shall not be called by the proper officers of the Corporation within
          20 days after the personal service of such written request upon the
          Secretary of the Corporation, or within 20 days after mailing the same
          within the United States of America, by registered mail addressed to
          the Secretary of the Corporation at its principal office (such mailing
          to be evidenced by the registry receipt issued by the postal
          authorities), then the holders of record of at least 10% in number of
          shares of the Exchangeable Preferred then outstanding which would be
          entitled to vote at such meeting may designate in writing one of their
          number to call such meeting at the expense of the Corporation, and
          such meeting may be called by such person so designated upon the
          notice required for annual meetings of stockholders and shall be held
          at the same place as is elsewhere provided in this subparagraph (3).
          Any holder of the Exchangeable Preferred which would be entitled to
          vote at such meeting shall have access to the stock books of the
          Corporation for the purpose of causing a meeting of stockholders to be
          called pursuant to the provisions of this paragraph. Notwithstanding
          the provisions of this paragraph, however, no such special meeting
          shall be called during a period within 90 days immediately preceding
          the date fixed for the next annual meeting of stockholders.

               (4) At any meeting held for the purpose of electing directors at
          which the holders of Exchangeable Preferred shall have the right to
          elect directors as provided herein, the presence in person or by proxy
          of the holders of 33-1/3% of the then outstanding shares of
          Exchangeable Preferred having such right shall be required and be
          sufficient to constitute a quorum of such class for the election of
          directors by such class. At any such meeting or adjournment thereof
          (A) the absence of a quorum of the holders of the Exchangeable
          Preferred having such right shall not prevent the election of
          directors other than those to be elected by the holders of stock of
          such class and the absence of a quorum or quorums of the holders of
          capital stock entitled to elect such other directors shall not prevent
          the election of directors to be elected by the holders of the
          Exchangeable Preferred entitled to elect such directors and (B) in the
          absence of a quorum of the holders of any class of stock entitled to
          vote for the election of directors, a majority of the holders present
          in person or by proxy of such class shall have the power to adjourn
          the meeting for the election of directors which the holders of such
          class are entitled to elect, from time to time, without notice other
          than announcement at the meeting, until a quorum shall be present.

               (5) The term of office of all Additional Directors in office at
          any tine when the aforesaid voting rights are vested in the holders of
          the Exchangeable Preferred having such voting rights shall terminate
          upon the election of their successors by the holders of such
          Exchangeable Preferred


                                      -14-



          at any meeting of stockholders for the purpose of electing directors.
          Upon any termination of the aforesaid voting rights, the term of
          office of all Additional Directors then in office shall thereupon
          terminate and upon such termination the number of directors
          constituting the Board of Directors shall, without further action, be
          reduced by that number of Additional Directors whose terms expire
          pursuant to this subparagraph (vii)(a)(5), subject always to the
          increase of the number of directors pursuant to subparagraph
          (vii)(a)(1) in case of the future right of the holders of the
          Exchangeable Preferred to elect Additional Directors.

               (6) In exercising such voting rights, each share of Exchangeable
          Preferred shall be entitled to one vote.

          (b) So long as any shares of the Exchangeable Preferred remain
     outstanding, the Corporation will not, either directly or indirectly or
     through merger or consolidation with any other corporation, without the
     affirmative vote at a meeting or the written consent with or without a
     meeting of the holders of at least 66 2/3% of the number of shares of the
     Exchangeable Preferred then outstanding (1) approve the issuance of any
     additional shares of Preferred Stock or any capital stock in each case
     ranking senior to or pari passu with the Exchangeable Preferred either as
     to dividends or upon liquidation or increase the authorized number of
     shares of Preferred Stock or of any class or classes of stock ranking prior
     to or pari passu with the Exchangeable Preferred either as to dividends or
     upon liquidation, or (2) amend, alter or repeal any of the provisions of
     this Certificate, or of the Certificate of Incorporation of the
     Corporation, so as to affect adversely the preferences, special rights or
     powers of the Exchangeable Preferred, or (3) approve the merger or
     consolidation of the Corporation with or into any other corporation, unless
     the corporation resulting from such merger or consolidation will have after
     such merger or consolidation no class of stock and no other equity
     securities either authorized or outstanding ranking prior to the
     Exchangeable Preferred either as to the payment of dividends or upon
     liquidation, except the same number of shares of stock and the same amount
     of other securities with the same rights and preferences as the stock and
     other equity securities of the Corporation respectively authorized and
     outstanding immediately preceding such merger or consolidation, and each
     holder of Exchangeable Preferred immediately preceding such merger or
     consolidation shall receive the same number of shares, with the same rights
     and preferences, of stock of the resulting corporation, or (4) approve the
     purchase or redemption of less than all the Exchangeable Preferred at the
     time outstanding unless the full accrued dividends for all prior and the
     then current dividend periods shall either (i) have been paid or (ii)
     declared and a sum sufficient for the payment thereof set apart for such
     payment; provided, however, that the Corporation will not, either directly
     or indirectly or through merger or consolidation with any other
     corporation, without the affirmative vote at a meeting or the written
     consent with or without a meeting of the holders of at least 95% of the
     number of shares of Exchangeable Preferred then outstanding, take any
     action which would amend the provisions


                                      -15-



     hereof relating to dividends on or Mandatory Redemptions of the
     Exchangeable Preferred.

          (c) Notwithstanding anything in subparagraph (vii)(a) or (b) to the
     contrary, no holder of any shares of Exchangeable Preferred shall be
     entitled to such voting rights, and such holder will be prohibited from
     exercising such voting rights, to the extent that such holder's being
     entitled to such voting rights would cause such holder or its affiliates to
     be in violation of any law, regulation, order, rule or other requirement of
     any government authority restricting or prohibiting such holder or its
     affiliates from owning, directly or indirectly, or controlling or having
     the power to control or have the power to vote the Exchangeable Preferred.
     Any shares for which voting rights shall not be permitted in accordance
     with this subparagraph (vii)(c) shall be excluded for purposes of
     determining whether the required votes shall have been obtained or whether
     a quorum has been obtained on any matter to be voted upon by the holders of
     Exchangeable Preferred pursuant to paragraph (vii).

          (viii) No Consent for Certain Actions. No consent (other than as may
     be provided in paragraph (vii)) of holders of the Exchangeable Preferred
     shall be required for (among other things) (a) the creation of any
     indebtedness of any kind of the Corporation, (b) the creation of any class
     of stock of the Corporation ranking junior both as to dividends and upon
     liquidation to the Exchangeable Preferred or (c) any increase or decrease
     in the amount of authorized Common Stock or any increase, decrease or
     change in the par value thereof.

     IN WITNESS WHEREOF, I have signed this certificate and caused the corporate
seal of the Corporation to be hereunder affixed this _____ day of January, 1988.


                                        ----------------------------------------
                                        President of Fiber Industries, Inc.


Attest:


- -------------------------------------
Secretary


                                      -16-



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

                             FIBER INDUSTRIES, INC.

                                       TO

                        MTRUST CORP, NATIONAL ASSOCIATION

                                     Trustee

                                    INDENTURE

                                   ----------

                      Dated as of _________________, 198[_]

                                   ----------

                                   $20,000,000
                     Junior Subordinated Exchange Debentures
                              due January 15, 2001

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


                             FIBER INDUSTRIES, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
             and Indenture, dated as of ______________ ____, 198[_]



Trust Indenture Act Section                                    Indenture Section
- ---------------------------                                    -----------------
                                                            
Section 310(a)(1)...........................................     609
           (a)(2)...........................................     609
           (a)(3)...........................................     Not Applicable
           (a)(4)...........................................     Not Applicable
           (b)..............................................     608
Section 311(a)..............................................     613(a)
           (b)..............................................     613(b)
           (b)(2)...........................................     703(a)(2)
                                                                 703(b)
Section 312(a)..............................................     701
                                                                 702(a)
           (b)..............................................     702(b)
           (c)..............................................     702(c)
Section 313(a)..............................................     703(a)
           (b)..............................................     703(b)
           (c)..............................................     703(a), 703(b)
           (d)..............................................     703(c)
Section 314(a)..............................................     704
           (b)..............................................     Not Applicable
           (c)(1)...........................................     102
           (c)(2)...........................................     102
           (c)(3)...........................................     Not Applicable
           (d)..............................................     Not Applicable
           (e)..............................................     102
Section 315(a)..............................................     601(a)
           (b)..............................................     602
                                                                 703(a)(60
           (c)..............................................     601(b)
           (d)..............................................     601(c)
           (d)(1)...........................................     601(a)(1)
           (d)(2)...........................................     601(c)(2)
           (d)(3)...........................................     601(c)(3)
           (e)..............................................     514
Section 316(a)..............................................     101
           (a)(1)(A)........................................     502
                                                                 512
           (a)(1)(B)........................................     513


- ----------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
     part of this Indenture.



                                                            
           (a)(2)...........................................     Not Applicable
           (b)..............................................     508
Section 317(a)(1)...........................................     503
           (a)(2)...........................................     504
           (b)..............................................     1003
Section 318(a)..............................................     107




                                      (ii)


                               TABLE OF CONTENTS*

                                                                           
Parties....................................................................    1
Recitals of the Company....................................................    1

ARTICLE ONE Definitions and Other Provisions...............................    1
   SECTION 101.  Definitions...............................................    1
      Acceleration.........................................................    2
      Act..................................................................    2
      Affiliate............................................................    2
      Agent................................................................    2
      Authenticating Agent.................................................    2
      Authorized Denominations.............................................    2
      Bank Credit Agreement................................................    3
      Board of Directors...................................................    3
      Board Resolution.....................................................    3
      Business Day.........................................................    3
      Capital Stock........................................................    3
      Commission...........................................................    3
      Company..............................................................    3
      Company Request; Company Order.......................................    3
      Corporate Trust Office...............................................    3
      Corporation..........................................................    3
      Default..............................................................    3
      Defaulted Interest...................................................    3
      Effective Time.......................................................    3
      Event of Default.....................................................    4
      Exempt Securities....................................................    4
      Government Obligations...............................................    4
      Holder...............................................................    4
      Increasing Rate Note Indenture.......................................    4
      Increasing Rate Notes................................................    4
      Incur................................................................    4
      Indebtedness.........................................................    5
      Indenture............................................................    5
      Insolvency or Liquidation Proceeding.................................    5
      Interest Payment Date................................................    5
      Maturity.............................................................    5
      Officer..............................................................    5
      Officers' Certificate................................................    5
      Opinion of Counsel...................................................    5
      Outstanding..........................................................    6



- ----------
*    This table of contents shall not, for any purpose, be deemed to be a part
     of the Indenture.


                                       (i)



                                                                           
      Paying Agent.........................................................    6
      Person...............................................................    6
      Predecessor Security.................................................    6
      Principal............................................................    7
      Redemption Date......................................................    7
      Redemption Price.....................................................    7
      Regular Record Date..................................................    7
      Reinvestment Yield...................................................    7
      Representative.......................................................    7
      Responsible Officer..................................................    7
      Securities...........................................................    7
      Securities Act.......................................................    7
      Security Register and Security Registrar.............................    8
      Senior Indebtedness..................................................    8
      Senior Subordinated Indebtedness.....................................    8
      Senior Subordinated Indenture........................................    8
      Significant Subsidiary...............................................    8
      Special Record Date..................................................    9
      Stated Maturity......................................................    9
      Subsidiary...........................................................    9
      Trustee..............................................................    9
      Trust Indenture Act..................................................    9
      Vice President.......................................................    9
      Voting Stock.........................................................    9
   SECTION 102.  Compliance Certificates and Opinions......................    9
   SECTION 103.  Form of Documents Delivered to Trustee....................   10
   SECTION 104.  Acts of Holders...........................................   10
   SECTION 105.  Notices, Etc. to Trustee and Company......................   11
   SECTION 106.  Notice to Holders; Waiver.................................   11
   SECTION 107.  Conflict with Trust Indenture Act.........................   12
   SECTION 108.  Effect of Headings and Table of Contents..................   12
   SECTION 109.  Successors and Assigns....................................   12
   SECTION 110.  Separability Clause.......................................   12
   SECTION 111.  Benefits of Indenture.....................................   12




                                      (ii)



                                                                           
   SECTION 112.  Choice of Law; Consent go Jurisdiction....................   13
   SECTION 113.  Legal Holidays............................................   13
   SECTION 114.  Limitation on Agreements..................................   13
   SECTION 115.  Execution in Counterparts.................................   14

ARTICLE TWO SECURITY FORMS.................................................   14
   SECTION 201.  Forms Generally...........................................   14
   SECTION 202.  Form of Face of Security..................................   15
   SECTION 203.  Form of Reverse of Security...............................   17
   SECTION 204.  Form of Trustee's Certificate of Authentication...........   19

ARTICLE THREE THE SECURITIES...............................................   20
   SECTION 301.  Title and Terms...........................................   20
   SECTION 302.  Denominations.............................................   20
   SECTION 303.  Execution, Authentication, Delivery and Dating............   21
   SECTION 304.  Temporary Securities......................................   21
   SECTION 305.  Registration, Registration of Transfer and Exchange.......   21
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..........   22
   SECTION 307.  Payment of Interest; Interest Rights Preserved............   23
   SECTION 308.  Persons Deemed Owners.....................................   24
   SECTION 309.  Cancellation..............................................   25
   SECTION 310.  Computation of Interest...................................   25

ARTICLE FOUR SATISFACTION AND DISCHARGE....................................   25
   SECTION 401.  Satisfaction and Discharge of Indenture...................   25




                                      (iii)



                                                                           
   SECTION 402.  Application of Trust Money................................   26

ARTICLE FIVE REMEDIES......................................................   26
   SECTION 501.  Events of Default.........................................   26
   SECTION 502.  Acceleration of Maturity; Rescission and Annulment........   28
   SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                 Trustee...................................................   29
   SECTION 504.  Trustee May File Proofs of Claim..........................   30
   SECTION 505.  Trustee May Enforce Claims Without Possession of
                 Securities................................................   31
   SECTION 506.  Application of Money Collected............................   31
   SECTION 507.  Limitation on Suits.......................................   31
   SECTION 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest......................................   32
   SECTION 509.  Restoration of Rights and Remedies........................   32
   SECTION 510.  Rights and Remedies Cumulative............................   33
   SECTION 511.  Delay or Omission Not Waiver..............................   33
   SECTION 512.  Control by Holders........................................   33
   SECTION 513.  Waiver of Past Defaults...................................   33
   SECTION 514.  Undertaking for Costs.....................................   34
   SECTION 515.  Waiver of Stay or Extension Laws..........................   34

ARTICLE SIX THE TRUSTEE....................................................   34
   SECTION 601.  Certain Duties and Responsibilities.......................   34
   SECTION 602.  Notice of Defaults........................................   35
   SECTION 603.  Certain Rights of Trustee.................................   36




                                      (iv)



                                                                           
   SECTION 604.  Not Responsible for Recitals or Issuance of Securities....   37
   SECTION 605.  May Hold Securities.......................................   37
   SECTION 606.  Money Held in Trust; Investment of Money..................   37
   SECTION 607.  Compensation and Reimbursement............................   38
   SECTION 608.  Disqualification; Conflicting Interests...................   38
   SECTION 609.  Corporate Trustee Required; Eligibility...................   43
   SECTION 610.  Resignation and Removal; Appointment of Successor.........   43
   SECTION 611.  Acceptance of Appointment by Successor....................   44
   SECTION 612.  Merger, Conversion, Consolidation or Succession to
                 Business..................................................   45
   SECTION 613.  Preferential Collection of Claims Against Company.........   45
   SECTION 614.  Appointment of Authenticating Agent.......................   49

ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY.............   51
   SECTION 701.  Company to Furnish Trustee Names and Addresses of
                 Holders...................................................   51
   SECTION 702.  Preservation of Information; Communications to Holders....   51
   SECTION 703.  Reports by Trustee........................................   52
   SECTION 704.  Reports by Company........................................   53

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE,...........................   55
   SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms......   55
   SECTION 802.  Successor Substituted.....................................   56

ARTICLE NINE SUPPLEMENTAL INDENTURES.......................................   56
   SECTION 901.  Supplemental Indentures Without Consent of Holders........   56
   SECTION 902.  Supplemental Indentures With Consent of Holders...........   56




                                       (v)



                                                                           
   SECTION 903.  Execution of Supplemental Indentures......................   57
   SECTION 904.  Effect of Supplemental Indentures.........................   57
   SECTION 905.  Conformity with Trust Indenture Act.......................   58
   SECTION 906.  Reference in Securities to Supplemental Indentures........   58
   SECTION 907.  Limitations on Amendments.................................   58

ARTICLE TEN COVENANTS......................................................   58
   SECTION 1001. Payment of Securities.....................................   59
   SECTION 1002. Maintenance of Office or Agency...........................   59
   SECTION 1003. Money for Security Payments to Be Held in Trust...........   59
   SECTION 1004. Preservation of Corporate Existence.......................   60
   SECTION 1005. Maintenance of Properties.................................   60
   SECTION 1006. Payment of Taxes and Other Claims.........................   61
   SECTION 1007. Statement by Officers as to Default.......................   61
   SECTION 1008. Waiver of Certain Covenants...............................   61

ARTICLE ELEVEN REDEMPTION OF SECURITIES....................................   62
   SECTION 1101. Right of Redemption.......................................   62
   SECTION 1102. Applicability of Article..................................   62
   SECTION 1103. Election to Redeem; Notice to Trustee.....................   62
   SECTION 1104. Selection by Trustee of Securities to Be Redeemed.........   63
   SECTION 1105. Notice of Redemption......................................   63
   SECTION 1106. Deposit of Redemption Price...............................   63
   SECTION 1107. Securities Payable on Redemption Date.....................   64




                                      (vi)



                                                                           
   SECTION 1108. Securities Redeemed in Part...............................   64

ARTICLE TWELVE SINKING FUND................................................   64
   SECTION 1201. Sinking Fund Payments.....................................   64
   SECTION 1202. Redemption of Securities for Sinking Fund.................   65

ARTICLE THIRTEEN SUBORDINATION OF SECURITIES...............................   65
   SECTION 1301. Agreement of Subordination................................   65
   SECTION 1302. Payments to Holders.......................................   65
   SECTION 1303. Subrogation of Securities.................................   67
   SECTION 1304. Authorization by Holders..................................   68
   SECTION 1305. Notice to Trustee.........................................   68
   SECTION 1306. Trustee's Relation to Senior Indebtedness.................   69
   SECTION 1307. No Impairment of Subordination............................   69
   SECTION 1308. Reliance on Judicial Order or Certificate of
                 Liquidating Agent.........................................   70
   SECTION 1309. Article Applicable to Paying Agents.......................   70

ARTICLE FOURTEEN IMMUNITY OF CORPORATE STOCKHOLDERS,.......................   70
   SECTION 1401. Indenture and Securities Solely Corporate Obligations.....   70




                                      (vii)


     INDENTURE, dated as of ______________, 198[__], between Fiber Industries,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company", which term includes any successor
corporation or corporations under the Indenture), having its principal office at
Charlotte, North Carolina 23201, and MTrust Corp. National Association, a
national banking association duly organized and existing under the laws of the
United States, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the creation of an issue of its Junior
Subordinated Exchange Debentures (herein called the "Securities"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

     All things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company, and to make this Indenture a valid agreement
of the Company in accordance with their and its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed. for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 101 Definitions.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the
     generally



     accepted accounting principles which shall be applied under this Indenture
     are those which shall be in effect from time to time, unless a change in a
     principle of accounting in effect on the date hereof would cause the
     Company to be in Default, in which event the generally accepted accounting
     principles as in effect on the date hereof will be applied; and

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

     Certain terms, used principally in Article Six, are defined in that
Article.

     "Acceleration" means, (a) with respect to any Indebtedness, any event
pursuant to which such Indebtedness or any portion thereof becomes or is
declared to be due and payable prior to the date on which such Indebtedness
would otherwise be or become due and payable and (b) with respect to any
Indebtedness (including Indebtedness under the Bank Credit Agreement) which, by
its terms, is required, subject to the satisfaction of specified conditions, to
be renewed, refunded or extended, any failure of such Indebtedness (or such
portion thereof as is so required to be renewed, refunded or extended) to be so
renewed, refunded or extended by reason of either (i) the failure, of one or
more of such specified conditions to be satisfied, other than pursuant to any
optional prepayment or scheduled amortization of such Indebtedness or (ii) the
breach by the holder or holders of such Indebtedness of its or their respective
obligations to renew, refund or extend such Indebtedness.

     "Act", when used with respect to any Holder, has the meaning specified in
Section 104(a).

     "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 the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Agent" means the then acting Agent (or if there is then more than one
Agent a majority of the Agents) under the Bank Credit Agreement or any successor
thereto exercising substantially the same rights and powers or, if there is then
no acting Agent under the Bank Credit Agreement or there is then no such
successor, holders of Senior Indebtedness under or with respect to the Bank
Credit Agreement holding a majority of the principal amount of Senior
Indebtedness outstanding thereunder.

     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "Authorized Denominations" has the meaning specified in Section 302.


                                       -2-



     "Bank Credit Agreement" means the Credit Agreement dated as of January 28,
1988 among the Company, the Banks named therein and Chase Manhattan Bank
(National Association), as Agent, as the same may from time to time be amended,
renewed, supplemented, restated or otherwise modified.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

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

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the State of North Carolina,
the State of Texas or the State of New York are authorized or obligated by law
or executive order to close.

     "Capital Stock" means, in the case of any Corporation, any and all shares
(however designated) of the capital stock of such Corporation now or hereafter
outstanding.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

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

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

     "Corporate Trust Office" means the principal office of the Trustee at Three
Allen Center, 333 Clay Street, Houston, Texas 77002 at which at any particular
time its corporate trust business shall be administered.

     "Corporation" means a corporation, association, company, joint-stock
company or business trust.

     "Default" means any event which after the giving of notice or the passage
of time or both would constitute an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Effective Time" has the meaning specified in Section 201.


                                       -3-



     "Event of Default" has the meaning specified in Section 501.

     "Exempt Securities" means common or preferred stock of the Company or
warrants, rights or options issued by the Company to purchase such common or
preferred stock, provided that such common or preferred stock or such warrants,
rights or options shall constitute Exempt Securities only if issued for the
purpose of funding, financing, or refinancing, at any time, all or a portion of
the Securities, including related fees, expenses and other transaction costs.
The term "Exempt Proceeds of Exempt Securities" means the aggregate cash
proceeds received by the Company from the issuance of Exempt Securities (after
underwriting commissions and other transaction expenses).

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

     "Holder" means a Person in whose name a Security is registered in the
Security Register and any Person who is the holder of a Security which is deemed
to be Outstanding hereunder.

     "Increasing Rate Note Indenture" means the Indenture between the Company
and MTrust Corp, National Association, as trustee, dated as of January 15, 1988,
pursuant to which the Company has issued up to $120,000,000 aggregate principal
amount of the Company's Senior Subordinated Increasing Rate Notes.

     "Increasing Rate Notes" means the $120,000,000 aggregate principal amount
of the Company's Senior Subordinated Increasing Rate Notes issued pursuant to
the Increasing Rate Note Indenture.

     "Incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, assume, guarantee, incur or otherwise become liable in
respect of such Indebtedness or other obligation (and "Incurrence", "Incurred"
and "Incurring" shall have meanings correlative to the foregoing), provided that
a change in generally accepted accounting principles that results in an
obligation of such Person that exists at such time becoming Indebtedness shall
not be deemed an Incurrence of such Indebtedness.


                                       -4-



     "Indebtedness" means, with respect to any Person, and without duplication,
(i) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money or evidenced by bonds, debentures,
notes or similar instruments (whether or not the recourse of the lender is to
the whole of the assets of such Person or to only a portion thereof), (ii) all
reimbursement obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit or bankers' acceptances issued for
the account of such Person or with respect to interest rate protection
agreements or currency exchange agreements, (iii) all obligations and other
liabilities (contingent or otherwise) of such Person with respect to any
conditional sale, installment sale or other title retention agreement, purchase
money mortgage or security interest, or otherwise to pay the deferred purchase
price of property or services (except trade accounts payable and accrued
expenses arising in the ordinary course of business) or in respect of any sale
and leaseback arrangement, (iv) all obligations and liabilities (contingent or
otherwise) in respect of leases by such Person as lessee which, in conformity
with generally accepted accounting principles, are required to be accounted for
as capitalized lease obligations on the balance sheet of such Person and (v) all
direct or indirect guaranties or similar agreements in respect of, and
obligations or liabilities (contingent or otherwise) to purchase or otherwise
acquire or otherwise to assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of others and of the types specified in
clauses (i) through (iv) above.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Insolvency or Liquidation Proceeding" means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding, relative to the Company or to its
creditors, as such, or to its assets, or (ii) any liquidation, dissolution,
reorganization or winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (iii) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities
of the Company.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

     "Maturity", when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

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

     "Officers' Certificate" means a certificate signed by two Officers one of
whom must be the Chairman of the Board, the President, the Treasurer or the
Chief Financial Officer of the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.


                                       -5-



     "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture and, prior to the delivery of Securities in definitive form, all
Securities deemed to be Outstanding under Section 303, except:

          (i) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided that, if such Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;
     and

          (iii) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to-the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

     "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in


                                       -6-



exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

     "Principal" of any Indebtedness means the outstanding principal amount
owing under the agreement or instrument creating, evidencing or governing such
Indebtedness, any amount payable under any interest rate protection agreements
or currency exchange agreements, any amount owing under any capitalized lease
obligation which is required to be capitalized in accordance with generally
accepted accounting principles, the amount of reimbursement obligations under
any letters of credit or bankers' acceptances, the base purchase price payable
under any conditional sale or title retention agreement, and other comparable
amounts analogous to the principal amount of any obligation, exclusive, in each
case, of any amounts in respect of interest.

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

     "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the January 15, April 15, July 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

     "Reinvestment Yield" has the meaning specified in Section 1101.

     "Representative" means the trustee, agent or other representative for
holders of all or any of the Senior indebtedness, if any, designated in the
indenture, agreement or other document creating, evidencing or governing such
Senior Indebtedness or pursuant to which it was issued, or otherwise duly
designated by the holders of such Senior Indebtedness, and with respect to the
holders of Senior Indebtedness under the Bank Credit Agreement shall include the
Agent under the Bank Credit Agreement.

     "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant vice president, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller 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.

     "Securities" has the meaning specified in the recitals of this Indenture.

     "Securities Act" means the Securities Act of 1933, 15 U.S.C. Sections
77a-77aa, as amended from time to time.


                                       -7-



     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Indebtedness" means all Indebtedness and other obligations
specified below payable directly or indirectly by the Company, whether
outstanding on the date of this Indenture or hereafter created, incurred or
assumed by the Company: (1) the principal of and premium, if any, and interest
(including interest accruing after the filing of a petition initiating any
proceeding under bankruptcy laws with respect to the Company) on all loans,
letters of credit and other extensions of credit under the Bank Credit
Agreement; (2) Indebtedness Incurred pursuant to a Senior Subordinated
Indenture; (3) any Indebtedness which, by its terms, is senior in right of
payment to the Securities; (4) amounts payable (a) in respect of any interest
rate protection agreement provided that at the time such interest rate
protection agreement was entered into, and after giving effect thereto, the
aggregate notional amount of all such interest rate protection agreements does
not exceed the aggregate principal amount of all loans, letters of credit and
other extensions of credit outstanding or committed to under the Bank Credit
Agreement, and (b) in respect of any currency exchange agreements permitted
pursuant to the terms of the Bank Credit Agreement at the time such agreement
was entered into; and (5) any renewals, extensions, refinancings, refundings or
replacements of any Senior Indebtedness referred to in clauses (1) through (4)
above. Notwithstanding anything to the contrary set forth above, "Senior
Indebtedness" shall not include: (a) any Indebtedness which by the express terms
of the agreement or instrument creating, evidencing or governing the same is
junior or subordinated in right of payment to any item of Senior Indebtedness;
(b) all amounts and other obligations under or relating to any operating lease;
(c) accounts payable or any other obligations owing to trade creditors created
or assumed by the Company in the ordinary course of business in connection with
the obtaining of materials or services; (d) any liability for federal, state,
local or other taxes, or other governmental charges or claims of whatever
nature, owed or owing by the Company; (e) any Indebtedness to a Subsidiary or
any Affiliate of the Company; (f) any Indebtedness or other obligations (x)
owing, directly or indirectly, to any Person under or in respect of any employee
benefit plan, whether pursuant to the Employee Retirement Income Security Act of
1974, as amended, or otherwise, or (y) owing, directly or indirectly, to
employees; and (g) any Indebtedness with respect to which recourse to the
Company or its assets is limited in any manner; provided, that in no event shall
any Indebtedness or obligation permitted under clauses (1) and (4) above be
excluded from Senior Indebtedness pursuant to this sentence.

     "Senior Subordinated Indebtedness" means at any time, any Increasing Rate
Notes then outstanding or any other Indebtedness then outstanding under a Senior
Subordinated Indenture.

     "Senior Subordinated Indenture" means the Increasing Rate Note Indenture
and any other agreement, instrument or indenture (including the Debenture
Indenture, as defined in the Bank Credit Agreement) pursuant to which the
Company Incurs Indebtedness, which is subordinated to Indebtedness under the
Bank Credit Agreement or any renewal, extension or refinancing thereof, to
refund or refinance the Increasing Rate Notes.

     "Significant Subsidiary" means, with respect to any Person or Persons, a
Subsidiary of such Person or Persons which would be a Significant Subsidiary of
such Person or Persons


                                       -8-



pursuant to the definition of Significant Subsidiary under Rule 1-02(v) of
Regulation S-X promulgated under the Securities Act 17 C.F.R. Section
210.1-02(b)), as in effect on the date hereof, if such Person or Persons were
deemed to be the registrant thereunder.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

     "Subsidiary" means a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

     "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

     "Voting Stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

SECTION 102. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;


                                       -9-



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

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

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. Acts of Holders.

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


                                      -10-



execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     (c) The ownership of Securities shall be proved by the Security Register.

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

SECTION 105. Notices, Etc. to Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

     (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: Debt Administration, or

     (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company, Attention:
President, addressed to it at the address of its principal office specified in
the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company, or

     (3) the Agent under the Bank Credit Agreement by the Trustee shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to the Agent under the Bank Credit Agreement at One Chase Manhattan
Plaza, New York, New York 10005.

SECTION 106. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the


                                      -11-



Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 108. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

     In case any provision in this Indenture or in the Securities 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 111. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


                                      -12-



SECTION 112. CHOICE OF LAW; CONSENT TO JURISDICTION.

     (a) THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     (b) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY WITH RESPECT TO
THIS INDENTURE OR THE SECURITIES MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY
OF THIS INDENTURE, THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH JURISDICTION. NOTHING HEREIN SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT OF THE TRUSTEE OR THE HOLDERS, IN ACCORDANCE WITH THE PROVISIONS OF
THIS INDENTURE, TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY
OTHER JURISDICTION.

SECTION 113. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

SECTION 114. Limitation on Agreements.

     All obligations of the Company under this Indenture whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of demand being
made on the Securities or otherwise, shall the amount paid, or agreed to be paid
to the Holders of Securities or for the payment or performance of any covenant
or obligation contained herein exceed the maximum non-usurious amount permitted
under applicable law. If from any circumstances whatsoever, fulfillment of any
provisions hereof or of any of such documents, at the time performance of such
provision shall be due, shall involve transcending the limit of validity or of
non-usurious interest, as the case may be, prescribed by applicable usury law,
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity or non-usurious interest, as the case may be, and if,


                                      -13-



from any such circumstance, the Holders shall ever receive interest or anything
which is deemed interest under applicable law which would exceed the highest
non-usurious rate, such amount which would be excessive interest shall be
applied to the reduction of the principal amount owing on account of the
Securities and not to the payment of interest, or if such excessive interest
exceeds the unpaid balance of principal of the Securities, such excess shall be
refunded to the Company. All sums paid or agreed to be paid by the Company to
the Holders for the use, forbearance or detention of money shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of the Securities until payment in full of the
principal (including the period of any renewal or extension thereof) so that the
interest on account of such money shall not exceed the maximum non-usurious
amount permitted by applicable law. The terms and provisions of this Section 114
shall control and supersede every other provision of this Indenture.

SECTION 115. Execution in Counterparts.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

     The Securities and the Trustee's certificates of authentication shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any security authenticated
and delivered after the time (the "Effective Time") when a registration
statement registering the Securities under the Security Act shall have been
declared effective shall omit therefrom the legend set forth in the second
paragraph of text under Section 202. The definitive Securities shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed or, if
the Securities are not so listed, the definitive Securities may be produced in
any other manner customarily used to produce similar definitive securities, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


                                      -14-



SECTION 202. Form of Face of Security.

                             FIBER INDUSTRIES, INC.

                     Junior Subordinated Exchange Debentures

                              Due January 15, 2001

     AS STATED IN ARTICLE THIRTEEN OF THE INDENTURE, THE RIGHTS OF THE HOLDER
HEREOF HAVE BEEN SUBORDINATED TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE
INDENTURE REFERRED TO HEREIN) OF THE COMPANY.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS, IN THE
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION
IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT.

No. _________________   $______________

     Fiber Industries, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________, or registered assigns, the principal sum of
__________________ Dollars on January 15, 2001, and to pay interest thereon,
rounded to the nearest dollar, from the date of this Security, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, at the rate of 15-1/2% per annum. Interest accrued on this Security shall
be paid quarter-annually on February 1, May 1, August 1 and November 1 in each
year, commencing on _____________ 198[ ]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the January 15,
April 15, July 15 and October 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Payment of the principal of and interest on this Security will be
made at the office or agency of


                                      -15-



the Company maintained for that purpose in the City of Houston, State of Texas,
and at any other office or agency maintained by the Company for such purpose, 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.

     Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

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

                                        FIBER INDUSTRIES, INC.


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


ATTEST:


- -------------------------------------
Secretary


                                      -16-


SECTION 203. Form of Reverse of Security.

     This Security is one of a duly authorized issue of Securities of the
Company designated as its Junior Subordinated Exchange Debentures (herein called
the "Securities"), limited in aggregate principal amount to $20,000,000, issued
and to be issued under an Indenture, dated as of ______________, 198[_] (herein
called the "Indenture"), between the Company and MTrust Corp, National
Association, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

     The Securities are subject to redemption upon not less than 30 days' nor
more than 60 days' notice by mail, (1) commencing May 1, 1999 and on May 1, 2000
and January 15, 2001 through operation of the sinking fund at a Redemption Price
equal to 100% of the principal amount of Securities so redeemed, and (2) at any
time on or after May 1, 1991, as a whole or in part, at the election of the
Company, at a Redemption Price of 100% of the principal amount so redeemed,
except that Securities redeemed on or before May 1, 1996 shall be redeemed at a
Redemption Price of 100% of the principal amount so redeemed plus a premium
determined as provided in Section 1106 of the Indenture; in each case of the
principal amount of Securities so redeemed, together in the case of any such
redemption with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.

     The sinking fund provides for the redemption on May 1, 1999 and on May 1,
2000, of 33 1/3% of the total principal amount of the Securities issued under
this Indenture (or such lesser amount then outstanding), and provides for the
redemption of the remaining Securities outstanding on January 15, 2001.
Securities acquired or redeemed by the Company otherwise than through sinking
fund payments may be credited against subsequent sinking fund payments otherwise
required to be made.

     In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) irrevocably appoints the Trustee his
attorney-in-fact for any and all such purposes.


                                      -17-



     If an Event of Default shall occur and be continuing, the principal of all
the Securities may, subject to the provisions of the Indenture, be declared due
and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with (and in certain circumstances,
without) the consent of the Holders of a majority in aggregate principal amount
of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     Subject to the provisions of the Indenture, no provision of this Security
shall alter or impair the right of the Holder, which is absolute and
unconditional, to receive payment of the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Security Registrar in Houston, Texas, or any other office or
agency maintained by the Company for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
in Authorized Denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Securities are issuable only in registered form without coupons and may
be issued in Authorized Denominations. As provided in the Indenture and subject
to certain limitations therein set forth, the Securities are exchangeable for a
like aggregate principal amount of Securities of a different authorized
denomination, as requested by the Holder surrendering the same.

     Except where otherwise specifically provided in the Indenture, no service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be


                                      -18-



overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee and the Paying Agents will, to the extent permitted by law,
pay the money back to the Company, whereupon all liability of the Trustee and
such Paying Agents with respect to such money shall cease.

     The Company will furnish to any Holder of a Security upon written request
and without charge a copy of the Indenture. Requests may be made to: Fiber
Industries, Inc., P.O. Box 31331, Charlotte, North Carolina 28231, Attention:
President, with a copy to: The Sterling Group, Inc., Eight Greenway Plaza, Suite
702, Houston, Texas 77046, Attention: Willard M. Hanzlik.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.

SECTION 204. Form of Trustee's Certificate of Authentication.

     This is one of the Securities referred to in the within-mentioned
Indenture.

                                        MTRUST CORP, NATIONAL ASSOCIATION, as
                                        Trustee


                                        BY:
                                            ------------------------------------
                                            Authorized Officer

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


                                      -19-


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $20,000,000, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or
1108.

     The Securities shall be known and designated as the "Junior Subordinated
Exchange Debentures" of the Company. Their Stated Maturity shall be on January
15, 2001.

     The Securities shall bear interest, rounded to the nearest dollar, from the
date of each Security, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 15-1/2% per annum.
Interest accrued on the Securities shall be paid quarter-annually on February 1,
May 1, August 1 and November 1 in each year, commencing on
______________________, 198[_]. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will be paid to the Person in
whose name such Security is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 15, April 15, July 15
and October 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

     The principal of and interest on the Securities shall be payable at the
office or agency of the Company in the City of Houston, State of Texas,
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose and shall be payable in such coin or currency of the
United States of America as at such time is legal tender for payment of public
and private debts provided, however, that at the option of the Company payment
of interest may be made by wire transfer or check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

     The Securities shall be redeemable as provided in Article Eleven.

     The Securities shall be entitled to the benefits, and be redeemable through
operation of the sinking fund as provided in Article Twelve.

     The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Thirteen.

SECTION 302. Denominations.

     The Securities shall be issuable only in registered form without coupons.
The Securities shall be issuable only in denominations (the "Authorized
Denominations") of $1,000 and any integral multiple thereof.


                                      -20-



SECTION 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents and signed or
countersigned by its Treasurer or Secretary, and sealed with the corporate seal
of the Company. The signature of any of these officers on the Securities may be
manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise.

     Each Security authenticated and delivered hereunder shall be dated the date
of its authentication. No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature. In all cases, such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION 304. Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any Authorized Denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
Authorized Denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this indenture as definitive
Securities.

SECTION 305. Registration, Registration of Transfer and Exchange.


                                      -21-



     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security at any office
or agency of the Company designated pursuant to Section 1002 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of any Authorized Denominations and of a like aggregate principal amount.

     At the option of the Holder, Securities may be exchanged for other
Securities of any Authorized Denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

     Every Security presented or surrendered for registration of transfer or for
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1108, not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.


                                      -22-



     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series, of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or Indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of written notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon Company Request, the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series, of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any take or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

     The provisions of this Section 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 Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, if permitted pursuant to Article Thirteen,
at its election in each case, as provided in Clause (1) or (2) below:


                                      -23-



          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Security and
     the date of the proposed payment, which date shall be not less than 20 days
     from the date of such notice, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder at his address as it appears in the Security Register, not
     less than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the Persons
     in whose names the Securities (or their respective Predecessor Securities)
     are registered at the close of business on such Special Record Date and
     shall not be payable pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and upon such
     notice as may be required by such exchange, if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this Clause,
     such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and (subject to Section
307) interest on such Security and for all other purposes


                                      -24-



whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 309. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be destroyed unless otherwise directed by a Company Order.

SECTION 310. Computation of Interest.

     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

     This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     (1)  either

          (A) all Securities theretofore authenticated and delivered (other than
     (i) Securities which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 306 and (ii) Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 1003) have been
     delivered to the Trustee for cancellation; or.

          (B) all such Securities not theretofore delivered to the Trustee for
     cancellation

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or


                                      -25-



               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,

          and the Company, in the case of (B)(i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for the purpose an amount sufficient to pay and discharge the
          entire indebtedness on such Securities not theretofore delivered to
          the Trustee for cancellation, for principal and interest to the date
          of such deposit (in the case of Securities which have become due and
          payable) or to the Stated Maturity or Redemption Date, as the case may
          be;

     (2)  the Company has paid or caused to be paid all other sums payable
          hereunder by the Company;

     (3)  no Event of Default under clause (1) or (2) of Section 501 is then in
          existence; and

     (4)  the Company has delivered to the Trustee an Officers' Certificate and
          an Opinion of Counsel, each stating that all conditions precedent
          herein provided for relating to the satisfaction and discharge of this
          Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

     Subject to the provisions of Section 606 and the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee. From time to time,
the Trustee shall pay over to the Company any excess held by the Trustee beyond
all such sums due and to become due thereon for principal and premium, if any,
and interest.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default.


                                      -26-



     "Event of Default", wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Thirteen or be voluntary or involuntary
it be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

          (1) default in the payment of any interest upon any Security when it
     becomes names due and payable, and continuance of such default for a period
     of 30 days; or

          (2) default in the payment of the principal of any Security at its
     Maturity; or

          (3) default in the due performance or observance, or breach, of any
     covenant or warranty of the Company in this Indenture (other than a
     covenant or warranty a default in whose performance or whose breach is
     elsewhere in this Section specifically dealt with) and continuance of such
     default or breach for a period of 30 days after there has been given, by
     registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the Outstanding Securities a written notice specifying such default or
     breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or

          (4) (i) a default in the payment when due of any principal amount of
     any Indebtedness of the Company or any Subsidiary continuing beyond the
     period of grace, if any, specified in the instrument evidencing such
     Indebtedness, whether such Indebtedness now exists or shall hereafter be
     created, if the aggregate amount of such principal payments as to which the
     Company and its Subsidiaries so defaults exceeds $5,000,000, or (ii) any
     default under any bond, debenture, note or other evidence of Indebtedness
     or any issue or series of Indebtedness of the Company or any Subsidiary
     with a principal amount then outstanding in excess of $5,000,000, whether
     such Indebtedness now exists or shall hereafter be created, which default
     under this clause (4)(ii) shall have resulted in such Indebtedness being
     accelerated, without such payment having been made or such acceleration
     having been rescinded or annulled, within, in the case of either clauses
     4(i) or 4(ii) above, a period of 10 days after there shall have been given,
     by registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in principal amount
     of the outstanding Securities, a written notice specifying such default and
     requiring the Company to cause such Indebtedness to be discharged or cause
     such all such payment defaults or acceleration, as the case may be, to be
     rescinded or annulled and stating that such notice is a "Notice of Default"
     hereunder; or

          (5) the entry of a judgment or judgments or order for the payment of
     money in excess of $5,000,000 against the Company or any of its Significant
     Subsidiaries which has become final and not subject to appeal, and the


                                      -27-



     continuance of such judgment or order unstayed, in effect and unpaid for a
     period of 60 consecutive days, unless the amount of such judgment or order
     is covered in its entirety by insurance or unless the amount required to
     post a bond to secure payment of such judgment or order does not exceed
     $5,000,000; or

          (6) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or any Significant
     Subsidiary in an involuntary case or proceeding under any applicable
     Federal or State bankruptcy, insolvency, reorganization or ether similar
     law or (B) a decree or order adjudging the Company or any Significant
     Subsidiary a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment or composition of
     or in respect of the Company or any Significant Subsidiary under any
     applicable Federal or State law, or appointing a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or any Significant Subsidiary or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and in
     the case of (A) and (B), the continuance of any such decree or order for
     relief or any such other decree or order unstayed and in effect for a
     period of 60 consecutive days; or

          (7) the commencement by the Company or any Significant Subsidiary of a
     voluntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or of any other
     voluntary case or proceeding to be adjudicated a bankrupt or insolvent, or
     the consent by it to the entry of a decree or order for relief in respect
     of the Company or any Significant Subsidiary in an involuntary case or
     proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief under
     any applicable Federal or State law, or the consent by it to the filing of
     such petition or to the appointment of or taking possession by a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or similar official
     of the Company or any Significant Subsidiary or of any substantial part of
     its property, or the making by it of an assignment for the benefit of
     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of
outstanding Securities, by notice in writing to the Company (and the Trustee if
given by the Holders) and, so long as there shall be any outstanding
Indebtedness of the Company under the Bank Credit Agreement, to the Agent under
the Bank Credit Agreement, and, so long as there shall be any Senior
Subordinated Indebtedness outstanding, to the Representative of the holders
thereof, may declare the principal of all the Securities to be due and payable
as provided in the following sentence. Upon any such


                                      -28-



declaration, such principal shall be due and payable (i) so long as there shall
be any Indebtedness of the Company outstanding under the Bank Credit Agreement
or a Senior Subordinated Indenture, upon the first to occur of an acceleration
of any such Indebtedness under the Bank Credit Agreement or five Business Days
after receipt by the Company and the Agent under the Bank Credit Agreement and
the Representative of the holders of Senior Subordinated Indebtedness of such
written notice given hereunder or (ii) if no Indebtedness of the Company shall
be outstanding under the Bank Credit Agreement or a Senior Subordinated
Indenture, upon receipt by the Company of such written notice given hereunder.

     At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
company and the Trustee, may rescind and annul such declaration and its
consequences if:

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue interest on all Securities,

               (B) the principal of any securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by the Securities,

               (C) to the extent that payment of such interest is lawful and
          non-usurious, interest upon overdue interest at the rate borne by the
          Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

               and

          (2) all Events of Default, other than the non-payment of the principal
     of Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if

     (1) default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period of
30 days, or


                                      -29-



     (2) default is made in the payment of the principal of any Security at the
Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and on
any overdue interest, at the rate borne by the Securities, and, in addition
thereto, 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.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenants or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

     (i) to file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Securities and to file such 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 of the
Holders allowed in such judicial proceeding, and

     (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


                                      -30-



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official 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 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 607.

     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 Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee under Section
     607;

          Second: To the payment of the amounts then due and unpaid for
     principal of and interest on the Securities in respect of which or for the
     benefit of which such money has been collected, ratably, without preference
     or priority of any kind; according to the amounts due and payable on such
     Securities for principal and interest, respectively; and

          Third: The balance, if any, shall be paid to the company, its
     successors and assigns, or to whomever may be lawfully entitled to receive
     the same, or as a court of competent jurisdiction may direct.

SECTION 507. Limitation on Suits.

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless


                                      -31-



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

          (2) the Holders of-not less than 25% in principal amount of the
     Outstanding Securities shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to take any action to affect, disturb or prejudice the rights of
any other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

     Subject to the provisions of Article Thirteen, but notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, premium, if any, and (subject to Section 307) interest on such Security on
the respective stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

SECTION 509. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


                                      -32-



SECTION 510. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right or remedy given hereunder or now or hereafter
existing at law or equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised, from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 512. Control by Holders.

     The Holder of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

          (1) in the payment of the principal of or interest on any Security, or

          (2) in respect of a covenant-or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security affected.


                                      -33-



     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 514. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or interest on any
Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date).

SECTION 515. Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee


                                      -34-



     and conforming to the requirements of this Indenture; but in the case of
     any such certificates or opinions which by any provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall be
     under a duty to examine the same to determine whether or not they conform
     to the requirements of this Indenture.

     (b) In case 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 their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

     Within 90 days after the occurrence of any Default hereunder, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of or interest
on any Security or in the payment of any sinking fund installment, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive


                                      -35-



committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders.

SECTION 603. Certain Rights of Trustee.

     Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

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

          (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (d) 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 in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

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

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may 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; and


                                      -36-



          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. Money Held in Trust; Investment of Money.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.

     Notwithstanding any other provisions of this Indenture to the contrary, all
monies held by the Trustee in trust hereunder shall be invested or re-invested
by the Trustee in Government Obligations as the Company may designate from time
to time by Company Order, provided that no such Government Obligations shall
mature later than the date when the trust monies used to acquire such Government
Obligations will be required for the purposes intended. Government Obligations
acquired by the Trustee as aforesaid shall be held by the Trustee in trust
hereunder subject to the same terms hereof as the monies used by it to acquire
such Government Obligations.

     So long as no Event of Default shall have occurred and be continuing, all
interest on Government Obligations held by the Trustee hereunder (in excess of
any accrued interest paid at the time of purchase), and any gain resulting upon
the sale thereof, which is received by the Trustee shall be forthwith paid to
the Company. The Trustee shall not be liable or responsible for any loss
resulting from any investment or re-investment pursuant to this Section 606.

     Except as provided in the foregoing provisions of this Section 606, the
Trustee shall be under no obligation for interest on any monies received by it
hereunder unless the Trustee shall agree with the Company to pay interest on
monies deposited with the Trustee hereunder, in which event, so long as no Event
of Default shall have occurred and be continuing, such interest shall be paid
from time to time to the Company.


                                      -37-


SECTION 607. Compensation and Reimbursement.

     The Company agrees:

          (1) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability or expense incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of this trust, including the costs and expenses of defending itself against
     any claim or liability in connection with the exercise or performance of
     any of its powers or duties hereunder.

SECTION 608. Disqualification; Conflicting Interests.

     (a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section, it shall, within 90 days after ascertaining that it has
such conflicting interest, either eliminate such conflicting interest or resign
in the manner and with the effect hereinafter specified in this Article.

     (b) In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit by mail to all Holders, as their
names and addresses appear in the Security Register, notice of such failure.

     (c) For the purposes of this Section, the Trustee shall be deemed to have a
conflicting interest if

          (1) the Trustee is trustee under another indenture under which any
     other securities, or certificates of interest or participation in any other
     securities, of the Company are outstanding, unless such other indenture is
     a collateral trust indenture under which the only collateral consists of
     Securities issued under this Indenture, provided that there shall be
     excluded from the operation of this paragraph any indenture or indentures
     under which other securities, or certificates of interest or participation
     in other securities, of the Company are outstanding, if


                                      -38-



               (i) this Indenture and such other indenture or indentures are
          wholly unsecured and such other indenture or indentures are hereafter
          qualified under the Trust Indenture Act, unless the Commission shall
          have found and declared by order pursuant to Section 305(b) or Section
          307(c) of the Trust Indenture Act that differences exist between the
          provisions of this Indenture and the provisions of such other
          indenture or indentures which are so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under this Indenture and such other indenture or indentures,
          or

               (ii) the Company shall have sustained the burden of proving, on
          application to the Commission and after opportunity for hearing
          thereon, that trusteeship under this Indenture and such other
          indenture or indentures is not so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under one of such indentures;

          (2) the Trustee or any of its directors or executive officers is an
     obligor upon the Securities or an underwriter for the Company;

          (3) the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     the Company or an underwriter for the Company;

          (4) the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee or representative of the
     Company, or of an underwriter (other than the Trustee itself) for the
     Company who is currently engaged in the business of underwriting, except
     that (i) one individual may be a director or an executive officer, or both,
     of the Trustee and a director or an executive officer, or both, of the
     Company but may not be at the same time an executive officer of both the
     Trustee and the Company; (ii) if and so long as the number of directors of
     the Trustee in office is more than nine, one additional individual may be a
     director or an executive officer, or both, of the Trustee and a director of
     the Company; and (iii) the Trustee may be designated by the Company or by
     any underwriter for the Company to act in the capacity of transfer agent,
     registrar, custodian, paying agent, fiscal agent, escrow agent or
     depositary, or in any other similar capacity, or, subject to the provisions
     of paragraph (1) of this Subsection, to act as trustee, whether under an
     indenture or otherwise;

          (5) 10% or more of the voting securities of the Trustee is
     beneficially owned either by the Company or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for the


                                      -39-



     Company or by any director, partner or executive officer thereof, or is
     beneficially owned, collectively, by any two or more such persons;

          (6) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), (i) 5% or more of the voting securities, or 10% or
     more of any other class of security, of the Company not including the
     Securities issued under this Indenture and securities issued under any
     other indenture under which the Trustee is also trustee, or (ii) 10% or
     more of any class of security of an underwriter for the Company;

          (7) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined). 5% or more of the voting securities of any person who,
     to the knowledge of the Trustee, owns 10% or more of the voting securities
     of, or controls directly or indirectly or is under direct or indirect
     common control with, the Company;

          (8) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), 10% or more of any class of security of any person
     who, to the knowledge of the Trustee, owns 50% or more of the voting
     securities of the Company; or

          (9) the Trustee owns, on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under paragraph (6), (7) or (8) of
     this Subsection. As to any such securities of which the Trustee acquired
     ownership through becoming executor, administrator or testamentary trustee
     of an estate which included them, the provisions of the preceding sentence
     shall not apply, for a period of two years from the date of such
     acquisition, to the extent that such securities included in such estate do
     not exceed 25% of such voting securities or 25% of any such class of
     security. Promptly after May 15 in each calendar year, the Trustee shall
     make a check of its holdings of such securities in any of the
     above-mentioned capacities as of such May 15. If the Company fails to make
     payment in full of the principal of or interest on any of the Securities
     when and as the same becomes due and payable, and such failure continues
     for 30 days thereafter, the Trustee shall make a prompt check of its
     holdings of such securities in any of the above-mentioned capacities as of
     the date of the expiration of such 30-day period, and after such date,
     notwithstanding the foregoing provisions of this paragraph, all such
     securities so held by the Trustee, with sole or joint control over such
     securities vested in it, shall, but only so long as such failure shall
     continue, be considered as


                                      -40-



     though beneficially owned by the Trustee for the purposes of paragraphs
     (6), (7) and (8) of this Subsection.

     The specification of percentages in paragraphs (5) to (9), inclusive, of
this Subsection shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of paragraph (3) or
(7) of this Subsection.

     For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities. but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

     (d) For the purposes of this Section:

          (1) The term "underwriter", when used with reference to the Company,
     means every person who, within three years prior to the time as of which
     the determination is made, has purchased from the Company with a view to,
     or has offered or sold for the Company in connection with, the distribution
     of any security of the Company outstanding at such time, or has
     participated or has had a direct or indirect participation in any such
     undertaking, or has participated or has had a participation in the direct
     or indirect underwriting of any such undertaking, but such term shall not
     include a person whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and customary
     distributors' or sellers' commission.

          (2) The term "director" means any director of a corporation or any
     individual performing similar functions with respect to any organization,
     whether incorporated or unincorporated.

          (3) The term "person" means an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization or a government or political subdivision
     thereof. As used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security.

          (4) The term "voting security" means any security presently entitling
     the owner or holder thereof to vote in the direction or management of the
     affairs


                                      -41-



     of a person, or any security issued under or pursuant to any trust,
     agreement or arrangement whereby a trustee or trustees or agent or agents
     for the owner or holder of such security are presently entitled to vote in
     the direction or management of the affairs of a person.

          (5) The term "Company" means any obligor upon the Securities.

          (6) The term "executive officer" means the president, every vice
     president, every trust officer, the cashier, the secretary and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (1) A specified percentage of the voting securities of the Trustee,
     the Company or any other person referred to in this Section (each of whom
     is referred to as a "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person.

          (2) A specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

          (3) The term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares and the number of units if relating to
     any other kind of security.

          (4) The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i) securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (ii) securities if an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;


                                      -42-



               (iii) securities pledged-by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise;-and

               (iv) securities held in escrow if placed in escrow by the issuer
          thereof;

     provided, however, that any voting securities of an issuer shall be deemed
     outstanding if any person other than the issuer is entitled to exercise the
     VOTING RIGHTS THEREOF.

          (5) A security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various series thereof shall not be deemed sufficient to
     constitute such series different classes and provided, further, that, in
     the case of unsecured evidences of indebtedness, differences in the
     interest rates or maturity dates thereof shall not be deemed sufficient to
     constitute them securities of different classes, whether or not they are
     issued under a single indenture.

SECTION 609. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of -the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having, in addition to the minimum
capitalization requirements set forth in Section 310(a)(2) of the Trust
Indenture Act, combined capital and surplus, together with its present
corporation on a consolidated basis, of at least $100,000,000, and subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to


                                      -43-



the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 608(a) after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, (i)
     the Company by a Board Resolution may remove the Trustee, or (ii) subject
     to Section 514, any Holder who has been a bona fide Holder of a Security
     for at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal of
     the Trustee and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such, appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the holders and accepted
appointment in the manner hereinafter provided, the Company or any Holder who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to all Holders as
their names and addresses appear in the Security Register. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

SECTION 611. Acceptance of Appointment by Successor.


                                      -44-



     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

     (a) Subject to Subsection (l) of this Section (s) if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of
     set-off which the Trustee could have exercised if a petition in bankruptcy
     had been filed by or against the Company upon the date of such default; and


                                      -45-



          (2) all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property of such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A) to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Act, or applicable State law;

          (B) to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four months' period;

          (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default, as defined in
     Subsection (c) of this Section, would occur within four months; or

          (D) to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in paragraph (B) or (C), as the case may be, to the extent of the
     fair value of such property.

     For the purposes of paragraph (B), (C) and (D), property substituted after
the beginning of such four months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders


                                      -46-



of other indenture securities in such manner that the Trustee, the Holders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion among the Trustee, the
Holders and the holders of other indenture securities, in accordance with the
provision of this paragraph, the funds and property held in such special account
and proceeds thereof, or (ii) in lieu of such apportionment, in whole or in
part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such claims,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.

     Any Trustee which has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

          (i) the receipt of property or reduction of claim, which would have
     given rise to the obligation to account, if such Trustee had continued as
     Trustee, occurred after the beginning of such four months' period; and

          (ii) such receipt of property or reduction of claim occurred with four
     months after such resignation or removal.

     (b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from:


                                      -47-



          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of, discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (c) of this
     Section;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; and

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined in Subsection (c) of
     this Section.

     (c) For the purposes of this Section only:

          (1) the term "default" means any failure to make a payment in full of
     the principal of or interest on any of the Securities or upon the other
     indenture securities when and as such principal or interest becomes due and
     payable;

          (2) the term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account;

          (3) the terms "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the


                                      -48-



     Company for the purpose of financing the purchase, processing,
     manufacturing, shipment, storage or sale of goods, wares or merchandise and
     which is secured by documents evidencing title to, possession of, or a lien
     upon, the goods, wares or merchandise or the receivables or proceeds
     arising from the sale of the goods, wares or merchandise previously
     constituting the security, provided the security is received by the Trustee
     simultaneously with the creation of the creditor relationship with the
     Company arising from the making, drawing, negotiating or incurring of the
     draft, bill of exchange, acceptance or obligation;

          (5) the term "Company" means any obligor upon the Securities; and

          (6) the term "Federal Bankruptcy Act" means the Bankruptcy Code or
     Title 11 of the United States Code.

SECTION 614. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus or not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


                                      -49-



     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agency and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage pre-paid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

     If an appointment is made pursuant to this Section, the Securities may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

     This is one of the Securities described in the within-mentioned Indenture.

                                        MTRUST CORP, NATIONAL ASSOCIATION,
                                        As Trustee


                                        By:
                                            ------------------------------------
                                            As Authenticating Agent


Dated:                                  By:
       ---------------                      ------------------------------------
                                            Authorized Officer


                                      -50-



                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee

          (a) quarter-annually, not more than 15 days after each Regular Record
     Date, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of such Regular Record Date, and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

     (b) If three or more Holders (or any one Holder holding in excess of
$1,000,000 aggregate principal amount of Securities) (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.


                                      -51-



     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless a registration statement with respect to the Securities has been
declared effective by the Commission and unless within five days after such
tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the year 1989,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such May 15 with
respect to:

          (1) its eligibility under Section 609 and its qualifications under
     Section 608, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under said Sections, a written
     statement to such effect;

          (2) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee, except that the Trustee shall not be required (but may
     elect) to report such advances if such advances so remaining unpaid
     aggregate not more than 1/2 of 1% of the principal amount of the Securities
     Outstanding on the date of such report;


                                      -52-



          (3) the amount, interest rate and maturity date of all other
     indebtedness owing by the Company (or by any other obligor on the Security)
     to the Trustee in its individual capacity, on the date of such report, with
     a brief description of any property held as collateral security therefor,
     except an indebtedness based upon a creditor relationship arising in any
     manner described in Section 613(b)(2), (3), (4) or 6);

          (4) the property and funds, if any, physically in the possession of
     the Trustee as such on the date of such report;

          (5) any additional issue of Securities which the Trustee has not
     previously reported; and

          (6) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities, except action in respect of a default,
     notice of which has been or is to be withheld by the Trustee in accordance
     with Section 602.

     (b) The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant-to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except. that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

     (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

     The Company shall:

          (1) file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company is not required to file
     information, documents or reports


                                      -53-



     pursuant to either of said Sections, then it shall file with the Trustee
     and the Commission, in accordance with rules and regulations described from
     time to time by the Commission, such of the supplementary and periodic
     information, documents and reports which may be required pursuant to
     Section 13 of the Securities Exchange Act of 1934 in respect of a security
     listed and registered on a national securities exchange as may be
     prescribed from time to time in such rules and regulations;

          (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

          (3) (A) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the Commission, and (B) to the extent not otherwise
     required to do so by the provisions of this section, transmit by mail to
     all Holders, as their names and addresses appear in the Security Register,
     within 45 days after the end of each fiscal quarter of the Company (other
     than the fiscal quarter encompassing the date of this Indenture and other
     than the final such quarter in any fiscal year), an unaudited consolidated
     balance sheet of the Company as of the end of such quarter and an unaudited
     consolidated statements of income and changes in financial position of the
     Company for such quarter, together with notes thereto, and, within 90 days
     of the end of each fiscal year of the Company containing an audited balance
     sheet of the Company as of the end of such fiscal year and audited
     statements of income and changes in financial position of the Company for
     such fiscal year, together with notes thereto.


                                      -54-



                                  ARTICLE EIGHT

                       CONSOLIDATION, MERGER, CONVEYANCE,
                                TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not (whether in a transaction or a series of
transactions) consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust,
     shall be organized and validly existing under the laws of the United States
     of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and interest on all the Securities and
     the performance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

          (2) immediately after giving effect to such transaction no Event of
     Default shall have happened and be continuing;

          (3) immediately after giving effect to such transaction, the
     consolidated net worth (as determined on the basis of generally accepted
     accounting principles) of the Person surviving such merger or to which such
     conveyance, transfer or lease is made is equal to or greater than the
     consolidated net worth (as determined in accordance with generally accepted
     accounting principles) of the Company and its Subsidiaries immediately
     prior to such transaction; and

          (4) the Company has delivered to the Trustee an officers' Certificate
     and an opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.


                                      -55-



SECTION 802. Successor Substituted.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease of the properties and assets of the Company substantially as an entirety,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

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

          (3) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture, provided such action pursuant to this clause (3) shall not
     adversely affect the interests of the Holders.

     Upon the request of any Holder and subject to the restrictions set forth in
Section 902 (1), (2) and (3) hereof, if this Indenture does not then conform to
the requirements of, and may not be qualified under, the Trust Indenture Act,
the Company shall authorize by a Board Resolution, and the Company and the
Trustee may enter into, a supplemental indenture, in form satisfactory to the
Trustee, for the purpose of changing the provisions of this Indenture to conform
to the requirements of the Trust Indenture Act, as then in effect.

SECTION 902. Supplemental Indentures With Consent of Holders.


                                      -56-



     With the consent of the Holders of not less than two-thirds of the
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company. when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating. any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each outstanding Security affected thereby.

          (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Security, or reduce the principal amount thereof or the
     rate of interest thereon, or change the place of payment where, or the coin
     or currency in which, any Security or any premium or the interest thereon
     is payable, or impair the .right to institute suit for the enforcement of
     any such payment on or after the Stated Maturity thereof (or, in the case
     of redemption, on or after the Redemption Date), or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose Holders is required for any
     waiver (of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences) provided for in this Indenture,
     or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1013, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each outstanding Security affected
     thereby.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this


                                      -57-



Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

SECTION 907. Limitations on Amendments.

     Notwithstanding any other provisions in this Indenture to the contrary, no
amendment, supplement or modification of any provision of Article Thirteen
hereof will be effective against any holder of Senior Indebtedness and any
successor or assign of any such holder unless such amendment, supplement or
modification is expressly consented to in writing by such holder of Senior
Indebtedness or its Representative (or by any specified percentage of holders of
a class of Senior Indebtedness required to consent thereto pursuant to the terms
of the agreement or instrument creating, evidencing or governing such Senior
Indebtedness) in which event such amendment, supplement or modification shall be
binding on such holder and all successors and assigns of such holder and on all
Persons who become holders of Senior Indebtedness issued after the date of such
amendment, supplement or modification; and so long as any Senior Indebtedness
under or with respect to the Bank Credit Agreement is outstanding, no amendment,
supplement or modification of any provision of this Indenture or the Securities
relating to any provision of Article Twelve, shortening the tenor, advancing the
time or schedule for payments (by increasing the payment amount or otherwise) in
respect of redemptions (whether mandatory or optional), sinking fund, principal,
interest or other payments, making more restrictive, or adding, covenants,
breaches, defaults, or events of default or cure periods or loosening the
requirements for acceleration or which would result in the benefits to the
Company or the holders of Senior Indebtedness provided by this Indenture or the
Securities being limited or in any way restricted or diminished, shall be
effective unless expressly agreed to in writing by the specified percentage of
holders of Senior Indebtedness required to consent thereto pursuant to the terms
of the Bank Credit Agreement.

                                   ARTICLE TEN

                                    COVENANTS


                                      -58-


SECTION 1001. Payment of Securities.

     The Company will duly and punctually pay the principal of and interest on
the Securities in accordance with the terns of the Securities and this
Indenture.

SECTION 1002. Maintenance of Office or Agency.

     The Company will maintain in the City of Houston, State of Texas, an office
or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside the City of Houston, State of Texas) where the
Securities 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 agency in the City of Houston, State of Texas,
for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 1003. Money for Security Payments to Be Held in Trust.

     The Company hereby initially appoints the Trustee as its Paying Agent. If
the Company shall at any time act as its own Paying Agent it will, one day
before each due date of the principal of or interest on any of the Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, prior
to each due date of the principal of or interest on any Securities, deposit with
a Paying Agent a sum sufficient to pay the principal or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, and, to the extent that the Company is acting as its own
Paying Agent, the Company hereby agrees with the Trustee, subject to the
provisions of this Section, that such Paying Agent will:


                                      -59-



          (1) hold all sums held by it for the payment of the principal of or
     interest on Securities in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal or interest; and

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     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 or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid (or delivered), to the extent permitted
by law, to the Company, or (if then held by a the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company s trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment (or delivery), may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, 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 publication, any unclaimed balance of such money then remaining
will be repaid (or delivered) to the Company.

SECTION 1004. Preservation of Corporate Existence.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if, in the
good faith judgment of the Company, the failure to preserve such right or
franchise would not have a material adverse effect on the Company and its
Subsidiaries taken as a whole.

SECTION 1005. Maintenance of Properties.


                                      -60-



     The Company will cause all properties used or useful in the conduct of its
business or the business of any of its Subsidiaries to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the good faith judgment of the Company, desirable in the
conduct of its business or the business of any of its Subsidiaries and would not
have a material adverse effect on the Company and its Subsidiaries taken as a
whole.

SECTION 1006. Payment of Taxes and Other Claims.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any of
its Subsidiaries, and (2) all lawful material claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings if adequate reserves
therefor have been established in accordance with generally accepted accounting
principles.

SECTION 1007. Statement by Officers as to Default.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

SECTION 1008. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in this Article Ten if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

                                 ARTICLE ELEVEN


                                      -61-



                            REDEMPTION OF SECURITIES

SECTION 1101. Right of Redemption.

     The Securities may be redeemed otherwise than through operation of the
sinking fund provided for in Article Twelve at any time on or after May 1, 1991
at the election of the Company, as a whole or from time to time in part, at the
Redemption Price of 100% of the principal amount so redeemed, except that
Securities redeemed on or before May 1, 1996 shall be redeemed at a Redemption
Price of 100% of the principal amount so redeemed plus a premium determined as
hereinafter provided in this Section 1101, in each case together with accrued
interest to the Redemption Date. The premium for any redemption pursuant to this
Section 1101 occurring on or before May 1, 1996 shall be determined by computing
the positive remainder, if any, of (A) the present value, as of the date of.
such redemption, of the sum of (1) the aggregate principal amount of the
Securities to be redeemed, assuming for purposes of this computation that such
aggregate principal amount would be payable on May 1, 1996 plus (2) all
scheduled interest payments with respect to such Securities from the respective
..Interest Payment Dates on which, but for such redemption, such interest
payments would have been payable through May 1, 1996, discounted on a quarterly
compounded basis utilizing a discount factor equal to the Reinvestment Yield (as
hereinafter defined), minus (B) the sum of (1) the aggregate principal amount of
the Securities to be redeemed under this Section 1101 plus (2) all scheduled
interest payments with respect to such Securities through the redemption date.
For purposes of this Section 1101, "Reinvestment Yield" means one-fourth of the
lesser of (A) 15.5% and (B) 3.50% plus the arithmetic mean of the two most
recent weekly average yields to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities with maturity dates closest to May 1,
1996, as published by the Federal Reserve Board in its Statistical Release
H.15(519) for the two calendar weeks ending on the Saturday next preceding the
date of the proposed redemption or, if such average is not published for such
period, of such reasonably comparable index as may be designated by the holder
or holders of at least two-thirds in aggregate principal amount of the
Securities to be redeemed pursuant to this Section 1101. The Reinvestment Yield
shall be calculated from the interpolated U.S. Treasury yields on a
straight-line basis, rounding to the nearest month.

SECTION 1102. Applicability of Article.

     Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

SECTION 1103. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of any or all of the Securities, the Company shall, at
least 35 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed.


                                      -62-



SECTION 1104. Selection by Trustee of Securities to Be Redeemed.

     If less than all of the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed by selecting for redemption such Securities
on a pro rata basis; provided, however, that any method chosen is in compliance
with any applicable rules or regulations of any stock exchange on which the
Securities may be listed.

     The Trustee shall promptly notify the Company and each Security Registrar
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1105. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price (expressed, if necessary, as a formula with
     reference to the Reinvestment Yield),

          (3) if less than all the Outstanding Securities are to be redeemed,
     the identification (and, in the case of partial redemption, the principal
     amounts) of the particular Securities to be redeemed,

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon .each such Security to be redeemed and that interest
     thereon will cease to accrue on and after said date, and

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1106. Deposit of Redemption Price.


                                      -63-



     Not later than the Business Day prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 1107. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued
interest-to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307;

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.

SECTION 1108. Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
an office or agency of the Company designated for that purpose pursuant to
Section 1002 (with due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
security without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUND

SECTION 1201. Sinking Fund Payments.

     As and for a sinking fund for the retirement of the Securities, the Company
will, until all Securities are paid or payment thereof provided for, deposit in
accordance with Section 1106, prior to May 1, in each of the years 1999 and
2000, an amount in cash sufficient to redeem on such May 1, thirty three and
one-third per cent (33 1/3%) of the aggregate principal amount of the Securities
issued under this Indenture (or such lesser amount then outstanding), and the


                                      -64-



Company shall redeem the remaining outstanding Securities on January 15, 2001,
in each case at a Redemption Price of 100% of the aggregate principal amount of
the Securities to be redeemed, together with interest accrued to the date of
redemption.

SECTION 1202. Redemption of Securities for Sinking Fund.

     On or before March 15 in each of the years 1999 and 2000, and on December
1, 2000 the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the sinking fund payment pursuant to Section 1201.
Before April 1 in each of the years 1999 and 2000, and before December 15, 2000
the Trustee shall select the Securities to be redeemed upon the next ensuing May
1 or January 15, 2001 (as the case may be) in the manner specified in Section
1104 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1105. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1107 and 1108.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1301. Agreement of Subordination.

     The Company covenants and agrees, and each Holder of Securities issued
hereunder by his acceptance thereof likewise covenants and agrees, that all
Securities shall be issued subject to the provisions of this Article Thirteen;
and each Person holding any Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

     The payment of the principal of and premium, if any, and interest on all
Securities issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness.

     No provision of this Article Thirteen shall prevent the occurrence of any
Default or Event of Default hereunder.

SECTION 1302. Payments to Holders.

     In the event and during the continuation of any default or event of default
with respect to any Senior Indebtedness continuing beyond the period of grace,
if any, specified in the instrument evidencing such Senior Indebtedness, upon
written notice thereof in accordance with Section 1305 to the Company and the
Trustee, then, unless and until such default shall have been cured or waived or
shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of, premium, if any, or interest on the Securities, or
in respect of the retirement, purchase or other acquisition by the Company of
any of the Securities, except payments made pursuant to Article Four hereof from
monies deposited with the Trustee pursuant thereto prior to


                                      -65-



the giving of such notice, so long as such deposit was not prohibited by the
terms of any Senior Indebtedness at the time of such deposit.

     In the event that any Securities are declared due and payable before their
Stated Maturity in accordance with Article Five hereof, then and in such event
the holders of the Senior Indebtedness outstanding at the time such Securities
so become due and payable shall be entitled to receive payment in full of all
amounts then due and payable an or in respect of such Senior Indebtedness, or
provision shall be made for such payment in money or money's worth, before the
holders of the Securities are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities) by the
Company on account of the principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of Securities.

     In the event of and during the continuance of any Insolvency or Liquidation
Proceeding, all amounts due or to become due upon all Senior Indebtedness shall
first be paid in full, or payment thereof provided for in money or money's worth
in accordance with its terms, before any payment is made on account of the
principal of or premium, if any, or interest on the Securities (except payments
made pursuant to Article Four hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such Insolvency or Liquidation
Proceeding, so long as such deposit was not prohibited by the terms of any
Senior Indebtedness at the time of such deposit); and in the event of and during
the continuance of any Insolvency or Liquidation Proceeding, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Securities
or the Trustee would be entitled, except for the provisions of this Article
Thirteen, shall (except as aforesaid) be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders) (or their respective Representatives, if any) as their
respective interest may appear, to the extent necessary to pay all Senior
Indebtedness in full. after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the holders of the Securities or to the Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities, shall be received by the Trustee or the holders of the Securities
before all Senior Indebtedness is paid in full, or provision is made for such
payment in money or money's worth in accordance with its terms, such payment or
distribution shall be paid over or delivered to the holders of Senior
Indebtedness or their Representative or Representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing. any
Senior Indebtedness may have been issued, as their respective interest may
appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to


                                      -66-



pay all Senior Indebtedness in full in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the holders of such
Senior Indebtedness.

     For purposes of this Article Thirteen, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Thirteen with
respect to the Securities to the payment of all Senior Indebtedness which may at
the time be outstanding; provided, however, that (a) the Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (b) the rights of the holders of the Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment, which consent shall be deemed to have been given if the holders of
such Senior Indebtedness (or their respective Representatives, if any),
individually or as a class, shall have approved such reorganization or analogous
plan. The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation or entity upon the terms and conditions
provided for in Article Eight hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 1302
if such other corporation or entity shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Eight hereof. Nothing in this Section 1302 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

     The provisions of this Section 1302 shall not apply to, or in any manner
affect or impair the rights of the Holders of Securities to receive and retain,
any payment made solely out of Exempt Proceeds of Exempt Securities.

SECTION 1303. Subrogation of Securities.

     Subject to the payment in full of all Senior Indebtedness, the rights of
the holders of the Securities shall be subrogated, to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to or
by reason of the provisions of this Article Thirteen (equally and ratably with
the holders of all Indebtedness and other obligations of the Company which by
their express terms are subordinated to Indebtedness and other obligations of
the Company to substantially the same extent as the Securities are subordinated
and are entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of and premium, if any, and interest on the Securities shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to
which the holders of the Securities or the Trustee would be entitled except for
the provisions of this Article Thirteen, and no payment over pursuant to the
provisions of this Article Thirteen, to or for the benefit of the holders of
Senior Indebtedness by holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness and
the holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and no payments or distributions of cash,
property or securities to or for the benefit


                                      -67-



of the Holders pursuant to the subrogation provisions of this Article Thirteen,
which would otherwise have been paid to the holders of Senior Indebtedness,
shall be deemed to be a payment by the Company to or for the account of the
Securities. It is understood that the provisions of this Article Thirteen are
and are intended solely for the purpose of defining the relative rights of the
holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

     Nothing contained in this Article Thirteen (including, without limitation,
Section 1302) or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of the Securities, the obligations of the
Company, which are absolute and unconditional, to pay to the holders of the
Securities the principal of and premium, if any, and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything contained in this Article Thirteen (including,
without limitation, Section 1302) or elsewhere in this Indenture or the
Securities prevent the Trustee or the holder of any Securities from exercising
all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Thirteen of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

SECTION 1304. Authorization by Holders.

     Each holder of a Security by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article Thirteen and
irrevocably appoints the Trustee his attorney-in-fact for any and all such
purposes.

SECTION 1305. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee and to any
paying agent of any fact known to the Company which would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article Thirteen. Notwithstanding the provisions of
this Article Thirteen or any other provision of this Indenture other than
Section 601, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
Thirteen, unless and until the Trustee shall have received written notice
thereof at the Principal Office of the Trustee from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor or Representative
thereof; and prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if on a date not less
than three business days prior to the date upon which by the terms hereof any
such monies may become payable for any purpose (including, without limitation,
the payment of the principal of, or premium, if any, or interest on any
Security) the Trustee shall not have received, with respect to such monies, the
notice provided for in this Section 1305, then, anything herein contained to the
contrary notwithstanding, the Trustee shall


                                      -68-



have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.

     Notwithstanding anything to the contrary hereinbefore set forth, nothing
shall prevent any payment by the Trustee to the Holders of money deposited with
it pursuant to Section 401, so long as such deposit was not prohibited by the
terms of any Senior Indebtedness at the time of such deposit.

     The Trustee, subject to the provisions of Section 601, shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee or Representative on behalf
of such holder) to establish that such notice has been given by a holder of
Senior Indebtedness or a trustee or Representative on behalf of any such holder
or holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Thirteen, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Thirteen, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 1306. Trustee's Relation to Senior Indebtedness.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article Thirteen in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 613 or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Thirteen, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 601, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to holders of Securities or
the Company monies or assets deposited to the Trustee under the terms of this
Indenture to which any holder of Senior Indebtedness shall be entitled by virtue
of this Article Thirteen or otherwise.

SECTION 1307. No Impairment of Subordination.

     The holders of Senior Indebtedness may at any time or from time to time,
and in their absolute discretion, change the manner, place or terms of payment
of, change or extend the time of payment of, or renew or alter, any Senior
Indebtedness, or amend or supplement any instrument pursuant to which any Senior
Indebtedness is issued, or exercise or refrain from


                                      -69-



exercising any other of their rights under the Senior Indebtedness including,
without limitation, the waiver of defaults thereunder, all without notice to or
assent from the holders of the Securities or the Trustee. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

SECTION 1308. Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or distribution of, assets of the Company referred to in
this Article Thirteen, the Trustee, subject to the provisions of Section 601,
and the holders of the Securities shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the holders of the Securities, for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Thirteen.

SECTION 1309. Article Applicable to Paying Agents.

     In case at any time any paying agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such paying agent within its meaning
as fully for all intents and purposes as if such paying agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 1307 shall not apply to any Affiliate of the Company if such Affiliate
acts as paying agent.

                                ARTICLE FOURTEEN

                       IMMUNITY OF CORPORATE STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 1401. Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of the principal of or the premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture or any Security,
or because of the creation of any indebtedness represented hereby or thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any


                                      -70-



constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood and agreed that all such
liability is hereby expressly waived and released as a condition of, and as
partial consideration for, the execution of this Indenture and the issuance of
the Securities.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day, and year first above written.

                                        FIBER INDUSTRIES, INC.


                                        By:
                                            ------------------------------------


(SEAL)

Attest:


- -------------------------------------
Secretary


                                        MTRUST CORP, NATIONAL ASSOCIATION,
                                        Trustee


                                        By:
                                            ------------------------------------


(SEAL)

Attest:


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


                                      -71-



STATE OF TEXAS   )
                 ) ss.:
COUNTY OF HARRIS )

     On the ______ day of ___________, 1987, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say he is the ____________ of Fiber Industries, Inc., the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

[SEAL]
                                        ----------------------------------------

STATE OF TEXAS   )
                 ) ss.:
COUNTY OF HARRIS )

     On the ______ day of ___________, 1987, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say he is the ____________ of MTrust Corp National Association, the
national banking association described in and which executed the foregoing
instrument; that he knows the seal of said association; that the seal affixed to
said instrument is such association's seal; that it was so affixed by authority
of the Board of Directors of said association, and that he signed his name
thereto by like authority.

[SEAL]
                                        ----------------------------------------


                                      -72-



                              CERTIFICATE OF MERGER
                                       OF

                               TD ACQUISITION CO.

                                      INTO

                             FIBER INDUSTRIES, INC.

     Pursuant to the provisions of Section 251 of the Delaware General
Corporation law, the undersigned corporation, organized and exiting under and by
virtue of the General Corporation Law of the State of Delaware:

          DOES HEREBY CERTIFY:

               FIRST: That the name and state of incorporation of each of the
          constituent corporations to the merger is as follows:



Name of Corporation      State of Incorporation
- -------------------      ----------------------
                      
TD Acquisition Co.       Delaware
Fiber Industries, Inc.   Delaware


               SECOND: That an Agreement of Merger between the constituent
          corporations was approved, adopted, certified, executed and
          acknowledged by each of the constituent corporations in accordance
          with the requirements of Section 251 of the General Corporation Law of
          the State of Delaware.

               THIRD: That the name of the surviving corporation is Fiber
          Industries, Inc.

               FOURTH: That the Certificate of Incorporation of the surviving
          corporation, as hereto amended, shall be its certificate of
          incorporation.



               FIFTH: That the executed Agreement of Merger is on file at the
          principal place of business of the surviving corporation at Shrewsbury
          Executive Center, 1040 Broad Street, Suite 302, Shrewsbury, New Jersey
          07702.

               SIXTH: That a copy of the Agreement of Merger will be furnished
          by the surviving corporation upon request and without cost to any
          stockholder of either constituent corporation.

DATED: November, 1989

                                        FIBER INDUSTRIES, INC.


                                        By:
                                            ------------------------------------
                                            Thomas M. Duff, President


ATTEST:


- -------------------------------------
David K. Duffell, Secretary


                                      -74-



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             FIBER INDUSTRIES, INC.

     FIBER INDUSTRIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          FIRST: That the Board of Directors of Fiber Industries, Inc., by the
     unanimous written consent of its members, filed with the minutes of the
     board, duly adopted resolutions setting forth a proposed amendment to the
     Certificate of Incorporation of said corporation, declaring said amendment
     to be advisable and submitting such amendment to the stockholders of said
     corporation for consideration thereof. The resolution setting forth the
     proposed amendment is as follows:

               VOTED: That the Board of Directors of the Corporation deem it
          advisable that Article IV of the Certificate of Incorporation of the
          Corporation be, effective upon filing with the Secretary of State of
          Delaware, amended in its entirety to read as follows:

                    "The total number of shares which the Corporation shall have
               authority to issue is 3,000 shares of common stock, $.01 par
               value per share."

          SECOND: That thereafter, pursuant to resolution of its Board of
     Directors, the sole stockholder of said corporation in accordance with
     Section 228 of the General Corporation Law of the State of Delaware, voted
     by written consent in favor of the amendment.



          THIRD: That said amendment was duly adopted in accordance with the
     provisions of Section 242 of the General Corporation Law of the State of
     Delaware.

     IN WITNESS WHEREOF, said Fiber Industries, Inc. has caused this certificate
to be signed by Clifford J. Christenson, its Vice President, and attested by
Laura N. Wilkinson, its Assistant Secretary, this _______ day of August, 1990.

                                        FIBER INDUSTRIES, INC.


                                        By:
                                            ------------------------------------
                                            Clifford J. Christenson
                                            Vice President


ATTEST:


- -------------------------------------
Laura N. Wilkinson,
Assistant Secretary


                                      -76-

EX-4.10

                                                                    Exhibit 4.10

                                     BY LAWS

                                       OF

                             FIBER INDUSTRIES, INC.

                                                          DATED: AUGUST 11, 1989



                               TABLE OF CONTENTS

                                                                         
ARTICLE I Offices........................................................    1

   Section 1.1    Principal Office.......................................    1
   Section 1.2    Registered Office......................................    1
   Section 1.3    Other Offices..........................................    1

ARTICLE II Stockholders' Meetings........................................    1

   Section 2.1    Annual Meeting.........................................    1
   Section 2.2    Special Meetings.......................................    1
   Section 2.3    Notice of Meetings and Adjourned Meetings..............    2
   Section 2.4    Voting Lists...........................................    3
   Section 2.5    Quorum.................................................    3
   Section 2.6    Organization...........................................    4
   Section 2.7    Voting.................................................    4
   Section 2.8    Stockholders Entitled to Vote..........................    5
   Section 2.9    Order of Business......................................    5
   Section 2.10   Action by Written Consent..............................    5

ARTICLE III Directors....................................................    6

   Section 3.1    Management.............................................    6
   Section 3.2    Number and Term........................................    6
   Section 3.3    Quorum and Manner of Action............................    6
   Section 3.4    Vacancies..............................................    7
   Section 3.5    Resignations...........................................    7
   Section 3.6    Removals...............................................    8
   Section 3.7    Annual Meetings........................................    8
   Section 3.8    Regular Meetings.......................................    8
   Section 3.9    Special Meetings.......................................    8
   Section 3.10   Organization of Meetings...............................    9
   Section 3.11   Place of Meetings......................................    9
   Section 3.12   Compensation of Directors..............................    9
   Section 3.13   Action by Unanimous Written Consent....................   10
   Section 3.14   Participation in Meetings by Telephone.................   10

ARTICLE IV Committees of the Board.......................................   10

   Section 4.1    Membership and Authorities.............................   10
   Section 4.2    Minutes................................................   11
   Section 4.3    Vacancies..............................................   11
   Section 4.4    Telephone Meetings.....................................   11

ARTICLE V Officers.......................................................   12




                                      -i-


                                                                         
   Section 5.1    Number and Title.......................................   12
   Section 5.2    Term of Office; Vacancies..............................   12
   Section 5.3    Removal of Elected Officers............................   13
   Section 5.4    Resignations...........................................   13
   Section 5.5    The Chairman of the Board..............................   13
   Section 5.6    President..............................................   13
   Section 5.7    Vice Presidents........................................   14
   Section 5.8    Secretary..............................................   14
   Section 5.9    Assistant Secretaries..................................   15
   Section 5.10   Treasurer..............................................   15
   Section 5.11   Assistant Treasurers...................................   15
   Section 5.12   Subordinate Officers...................................   16
   Section 5.13   Salaries and Compensation..............................   16

ARTICLE VI Indemnification...............................................   16

   Section 6.1    Indemnification of Directors and Officers..............   16

ARTICLE VII Capital Stock................................................   20

   Section 7.1   Certificates of Stock..................................    20
   Section 7.2   Lost Certificates......................................    21
   Section 7.3   Fixing Date for Determination of Stockholders of Record
                 for Certain Purposes...................................    21
   Section 7.4   Dividends..............................................    22
   Section 7.5   Registered Stockholders................................    22
   Section 7.6   Transfer of Stock......................................    22

ARTICLE VIII Miscellaneous Provisions....................................   23

   Section 8.1    Corporate Seal.........................................   23
   Section 8.2    Fiscal Year............................................   23
   Section 8.3    Checks, Drafts, Notes..................................   23
   Section 8.4    Notice and Waiver of Notice............................   23
   Section 8.5    Examination of Books and Records.......................   24
   Section 8.6    Voting Upon Shares Held by the Corporation.............   24

ARTICLE IX Amendments....................................................   25

   Section 9.1    Amendment..............................................   25




                                      -ii-



                             FIBER INDUSTRIES, INC.

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall
be in the City of Charlotte, North Carolina.

     SECTION 1.2 REGISTERED OFFICE. The registered office of the Corporation
required to be maintained in the State of Delaware by the General Corporation
Laws of the State of Delaware, may be, but need not be, identical with the
Corporation's principal office, and the address of the registered office may be
changed from time to time by the Board of Directors.

     SECTION 1.3 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

     SECTION 2.1 ANNUAL MEETING. The annual meeting of the holders of shares of
each class or series of stock as are entitled to notice thereof and to vote
thereat pursuant to applicable law and the Certificate of Incorporation for the
purpose of electing directors and transacting such other proper business as may
come before it shall be held in each year, commencing with the year 1988, at
such time, on such day and at such place, within or without the State of
Delaware, as may be designated by the Board of Directors.

     SECTION 2.2 SPECIAL MEETINGS. In addition to such special meetings as are
provided by law or the Certificate of Incorporation, special meetings of the
holders of any class or series or of



all classes or series of the Corporation's stock may be called at any time by
the Chairman of the Board, the President or the Board of Directors for any
purpose or purposes and may be held on such day, at such time and at such place,
within or without the State of Delaware, as shall be designated by the Chairman
of the Board, the President or the Board of Directors, as the case may be, who
or which is calling such meeting.

     SECTION 2.3 NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Except as otherwise
provided by law, written notice of any meeting of Stockholders shall be given
either by personal delivery or by mail to each Stockholder of record entitled to
vote thereat. Notice of each meeting shall be in such form as is approved by the
Board of Directors and shall state the date, place and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, such written notice shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting. Except when a Stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
on the ground that the meeting is not lawfully called or convened, presence in
person or by proxy of a Stockholder shall constitute a waiver of notice of such
meeting. Further, a written waiver of any notice required by law or by these
Bylaws, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Except as otherwise
provided by law, the business that may be transacted at any such meeting shall
be limited to and consist of the purpose or purposes stated in such notice. If a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of


                                       -2-



the adjourned meeting shall be given to each Stockholder of record entitled to
vote at the meeting.

     SECTION 2.4 VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of the Stockholders, a complete list of Stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten (10) days prior to such meeting, shall be
kept on file either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held, and such list shall be
subject to inspection by and Stockholders at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Stockholder for the
duration of the meeting. The original stock transfer books shall be prima-facie
evidence as to who are the Stockholders entitled to examine such list or
transfer books or to vote at any meeting of Stockholders.

     SECTION 2.5 QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the Corporation's
stock issued and outstanding and entitled to vote at a meeting, present in
person or represented by proxy, without regard to class or series, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business. If, however, such quorum shall not be present or represented at any
meeting of the Stockholders, the holders of a majority of the shares of stock,
present in person or represented by proxy, may adjourn any meeting from time to
time without notice other than announcement at the meeting, except as otherwise
required by these Bylaws, until a quorum shall be present or represented. At any
such adjourned meeting at which a quorum shall be present or represented,


                                      -3-



any business may be transacted which might have been transacted at the meeting
as originally called.

     SECTION 2.6 ORGANIZATION. Meetings of the Stockholders shall be presided
over by the Chairman of the Board of Directors, if one shall be elected, or in
his absence, by the President or by any Vice President, or, in the absence of
any of such officers, by a chairman to be chosen by a majority of the
Stockholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary, or, in his absence, any Assistant Secretary or any person
appointed by the individual presiding over the meeting, shall act as secretary
at meetings of the Stockholders.

     SECTION 2.7 VOTING. Each Stockholder of record, as determined pursuant to
Section 2.8, who is entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these
Bylaws, shall be entitled to one vote, in person or by proxy, for each share of
stock registered in his name on the books of the Corporation. Every Stockholder
entitled to vote at any Stockholders' meeting may authorize another person or
persons to act for him by proxy duly appointed by instrument in writing
subscribed by such Stockholder and executed not more than three (3) years prior
to the meeting, unless the proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
so long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A Stockholder's attendance at any meeting, when such
Stockholder who may have theretofore given a proxy, shall not have the effect of
revoking such proxy unless such Stockholder shall in writing so notify the
Secretary of the meeting prior to the voting of the proxy. Unless otherwise
provided by law, no vote on the election of directors or any question brought
before the meeting need be by ballot unless the chairman of the meeting shall
determine that it shall be by ballot or the holders of a majority of the shares
of stock present in person or by


                                      -4-



proxy and entitled to participate in such vote shall so demand. In a vote by
ballot, each ballot shall state the number of shares voted and the name of the
Stockholder or proxy voting. Except as otherwise provided by law, by the
Certificate of Incorporation or these Bylaws, all elections of directors and all
other matters before the Stockholders shall be decided by the vote of the
holders of a majority of the shares of stock present in person or by proxy at
the meeting and entitled to vote in the election or on the question. In the
election of directors, votes may not be cumulated.

     SECTION 2.8 STOCKHOLDERS ENTITLED TO VOTE. The Board of Directors may fix a
date not more than sixty (60) days nor less than ten (10) days prior to the date
of any meeting of Stockholders, or, in the case of corporate action by written
consent in accordance with the terms of Section 2.10, not more than sixty (60)
days prior to such action, as a record date for the determination of the
Stockholders entitled to notice of and to vote at such meeting and any
adjournment thereof, or to act by written consent, and in such case such
Stockholders and only such Stockholders as shall be Stockholders of record on
the date so fixed shall be entitled to notice of and to vote at, such meeting
and any adjournment thereof, or to act by written consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.

     SECTION 2.9 ORDER OF BUSINESS. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote without regard to class
or series at the meeting.

     SECTION 2.10 ACTION BY WRITTEN CONSENT. Unless otherwise provided by law or
the Certificate of Incorporation, any action required or permitted to be taken
by the Stockholders of the Corporation may be taken without prior notice and an
actual meeting if a consent in writing


                                      -5-



setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Except as provided above, no action shall
be taken by the Stockholders by written consent. Prompt notice of the taking of
any corporate action without a meeting by less than unanimous written consent
shall be given to those Stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 3.1 MANAGEMENT. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all powers of the Corporation and do all lawful acts and
things as are not by law, by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the Stockholders.

     SECTION 3.2 NUMBER AND TERM. The number of directors may be fixed from time
to time by resolution of the Board of Directors adopted by the affirmative vote
of a majority of the members of the entire Board of Directors, but shall consist
of not less than one (1) member who shall be elected annually by the
Stockholders except as provided in Section 3.4. Directors need not be
Stockholders. No decrease in the number of directors shall have the effect of
shortening the term of office of any incumbent director.

     SECTION 3.3 QUORUM AND MANNER OF ACTION. At all meetings of the Board of
Directors a majority of the total number of directors holding office shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise


                                      -6-



specifically provided by law, by the Certificate of Incorporation or these
Bylaws. When the Board of Directors consists of one director, the one director
shall constitute a majority and a quorum. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at such
adjourned meeting. Attendance by a director at a meeting shall constitute a
waiver of notice of such meeting except where a director attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

     SECTION 3.4 VACANCIES. Except as otherwise provided by law and the
Certificate of Incorporation, in the case of any increase in the authorized
number of directors or of any vacancy in the Board of Directors, however
created, the additional director or directors may be elected, or, as the case
may be, the vacancy or vacancies may be filled by majority vote of the directors
remaining on the whole Board of Directors although less than a quorum, or by a
sole remaining director. In the event one or more directors shall resign,
effective at a future date, such vacancy or vacancies shall be filled by a
majority of the directors who will remain on the whole Board of Directors,
although less than a quorum, or by a sole remaining director. Any director
elected or chosen as provided herein shall serve until the sooner of (i) the
unexpired term of the directorship to which he is appointed, (ii) until his
successor is elected and qualified or (iii) until his earlier resignation or
removal.

     SECTION 3.5 RESIGNATIONS. A director may resign at any time upon written
notice of resignation to the Corporation. Any resignation shall be effective
immediately unless a certain


                                      -7-



effective date is specified therein, in which event it will be effective upon
such date and acceptance of any resignation shall not be necessary to make it
effective.

     SECTION 3.6 REMOVALS. Any director or the entire Board of Directors may be
removed, with or without cause. The notice calling such meeting shall state the
intention to act to remove such director or directors and, if the notice so
provides, the vacancy or vacancies caused by a removal of such director or
directors may be filled at such meeting by a vote of the holders of a majority
of the shares of the Corporation entitled to vote in the election of directors.
In case any vacancy so created shall not be filled by the Stockholders at such
meeting, such vacancy may be filled by the directors as provided in Section 3.4.

     SECTION 3.7 ANNUAL MEETINGS. The annual meeting of the Board of Directors
shall be held, if a quorum be present, immediately following each annual meeting
of the Stockholders at the place such meeting of Stockholders took place, for
the purpose of organization and transaction of any other business that might be
transacted at a regular meeting thereof, and no notice of such meeting shall be
necessary. If a quorum is not present, such annual meeting may be held at any
other time or place that may be specified in a notice given in the manner
provided in Section 3.9 for special meetings of the Board of Directors or in a
waiver of notice thereof.

     SECTION 3.8 REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such places and times as shall be determined from
time to time by resolution of the Board of Directors. Except as otherwise
provided by law, any business may be transacted at any regular meeting of the
Board of Directors.

     SECTION 3.9 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by (i) the Chairman of the Board, (ii) the President or (iii) by
the Secretary on the written request of one-third (1/3) of the members of the
whole Board of Directors stating the purpose or


                                      -8-



purposes of such meeting. Notices of special meetings, if mailed, shall be
mailed to each director not later than two (2) days before the day the meeting
is to be held or, if otherwise given in the manner permitted by the Bylaws, not
later than the day before such meeting. Neither the business to be transacted
at, nor the purpose of, any special meeting need be specified in any notice or
written waiver of notice unless so required by the Certificate of Incorporation
or by the Bylaws and, unless limited by law, the Certificate of Incorporation or
by these Bylaws, any and all business may be transacted at a special meeting.

     SECTION 3.10 ORGANIZATION OF MEETINGS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as such Board
of Directors may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present at any meeting at
which there is a quorum, except as otherwise provided by these Bylaws or
required by law.

     SECTION 3.11 PLACE OF MEETINGS. The Board of Directors may hold their
meetings and have one or more offices, and keep the books of the Corporation,
outside the State of Delaware, at any office or offices of the Corporation, or
at any other place as they may from time to time by resolution determine.

     SECTION 3.12 COMPENSATION OF DIRECTORS. Directors shall not receive any
stated salary for their services as directors, but by resolution of the Board of
Directors a fixed honorarium or fees and expenses, if any, of attendance may be
allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.


                                      -9-



     SECTION 3.13 ACTION BY UNANIMOUS WRITTEN CONSENT. Unless otherwise
restricted by law, the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or of such committee, as the case may be, consent to such action in
writing, which may be in counterparts, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or the committee.

     SECTION 3.14 PARTICIPATION IN MEETINGS BY TELEPHONE. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
such Board of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting in such manner shall
constitute presence in person at such meeting.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

     SECTION 4.1 MEMBERSHIP AND AUTHORITIES. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one (1) or more Directors to constitute an Executive Committee and
such other committees as the Board of Directors may determine, each of which
committees to the extent provided in said resolution or resolutions or in these
Bylaws, shall have and may exercise all the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except (i) in
those cases where the authority of the Board of Directors is specifically denied
to the Executive Committee or such other committee or committees by law, the
Certificate of Incorporation or these Bylaws and (ii) no such committee shall
have such power or authority in reference to


                                      -10-



amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the Stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the Stockholders a dissolution of the Corporation, a revocation of a
dissolution, amending the Bylaws of the Corporation, declaring a dividend or
authorizing the issuance of stock. The Executive Committee or such other
committee or committees shall have such name as the Board of Directors shall
designate and each such committee may authorize the seal of the Corporation to
be affixed to all papers that may require it. The designation of an Executive
Committee or other committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.

     SECTION 4.2 MINUTES. Each committee designated by the Board of Directors
shall keep regular minutes of its proceedings and report the same to the Board
of Directors when required.

     SECTION 4.3 VACANCIES. The Board of Directors may designate one (1) or more
of its members as alternate members of any committee who may replace any absent
or disqualified member at any meeting of such committee. If no alternate members
have been appointed, the committee member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. The Board of
Directors shall have the power at any time to fill vacancies in, to change the
membership of, and to dissolve, any committee.

     SECTION 4.4 TELEPHONE MEETINGS. Members of any committee designated by the
Board of Directors may participate in or hold a meeting by use of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear


                                      -11-



each other. Participation in a meeting pursuant to this Section 4.4 shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

     SECTION 4.5 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of any committee designated by the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the committee and filed with the minutes
of the committee proceedings. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 NUMBER AND TITLE. The elected officers of the Corporation shall
be chosen by the Board of Directors and shall be a President, a Vice President,
a Secretary and a Treasurer. The Board of Directors may also choose a Chairman
of the Board, who must be a Board member of the Board of Directors, and
additional Vice Presidents, Assistant Secretaries and/or Assistant Treasurers.
One person may hold any two or more of these offices.

     SECTION 5.2 TERM OF OFFICE; VACANCIES. So far as is practicable, all
elected officers shall be elected by the Board of Directors at the annual
meeting of the Board of Directors in each year, and except as otherwise provided
in this Article V, shall hold office until the next such meeting of the Board of
Directors in the subsequent year and until their respective successors are
elected and qualified or until their earlier resignation or removal. All
appointed officers shall hold office at the pleasure of the Board of Directors.
If any vacancy shall occur in


                                      -12-



any office, the Board of Directors may elect or appoint a successor to fill such
vacancy for the remainder of the term.

     SECTION 5.3 REMOVAL OF ELECTED OFFICERS. Any elected officer may be removed
at any time, with or without cause, by affirmative vote of a majority of the
whole Board of Directors, at any regular meeting or at any special meeting
called for such purpose.

     SECTION 5.4 RESIGNATIONS. Any officer may resign at any time upon written
notice of resignation to the President, Secretary or Board of Directors of the
Corporation. Any resignation shall be effective immediately unless a date
certain is specified for it to take effect, in which event it shall be effective
upon such date, and acceptance of any resignation shall not be necessary to make
it effective, irrespective of whether the resignation is tendered subject to
such acceptance.

     SECTION 5.5 THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the Stockholders and Board of
Directors. In addition, the Chairman of the Board shall perform whatever duties
and shall exercise all powers that are given to him by the Board of Directors.

     SECTION 5.6 PRESIDENT. The President shall be the chief executive officer
of the Corporation; shall (in the absence of the Chairman of the Board, if one
be elected) preside at meetings of the Stockholders and Board of Directors;
shall be ex officio a member of all standing committees; shall have general and
active management of business of the corporation; shall implement the general
directives, plans and policies formulated by the Board of Directors; and shall
further have such duties, responsibilities and authorities as may be assigned to
him by the Board of Directors. He may sign, with any other proper officer,
certificates for shares of the Corporation and any deeds, bonds, mortgages,
contracts and other documents which the Board


                                      -13-



of Directors has authorized to be executed, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors or these Bylaws, to some
other officer or agent of the Corporation. In the absence of the President, his
duties shall be performed and his authority may be exercised by a Vice President
of the Corporation as may have been designated by the President with the right
reserved to the Board of Directors to designate or supersede any designation so
made.

     SECTION 5.7 VICE PRESIDENTS. The several Vice Presidents shall have such
powers and duties as may be assigned to them by these Bylaws and as may from
time to time be assigned to them by the Board of Directors and may sign, with
any other proper officer, certificates for shares of the Corporation.

     SECTION 5.8 SECRETARY. The Secretary, if available, shall attend all
meetings of the Board of Directors and all meetings of the Stockholders and
record the proceedings of the meetings in a book to be kept for that purpose and
shall perform like duties for any committee of the Board of Directors as shall
designate him to serve. He shall give, or cause to be given, notice of all
meetings of the Stockholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident to the office of
secretary or as may be prescribed by the Board of Directors or the President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the Corporation and he, or any Assistant Secretary, or any other person whom
the Board of Directors may designate, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by his
signature or by the signature of any Assistant Secretary or by the signature of
such other person so affixing such seal.


                                      -14-



     SECTION 5.9 ASSISTANT SECRETARIES. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
President or the Secretary. The Assistant Secretary or such other person as may
be designated by the President shall exercise the powers of the Secretary during
that officer's absence or inability to act.

     SECTION 5.10 TREASURER. The Treasurer shall have the custody of and be
responsible for the corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in the books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation and
he shall perform all other duties incident to the position of Treasurer, or as
may be prescribed by the Board of Directors or the President. If required by the
Board of Directors, he shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     SECTION 5.11 ASSISTANT TREASURERS. Each Assistant Treasurer shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
President or the Treasurer. The Assistant


                                      -15-



Treasurer or such other person designated by the President shall exercise the
power of the Treasurer during that officer's absence or inability to act.

     SECTION 5.12 SUBORDINATE OFFICERS. The Board of Directors may (a) appoint
such other subordinate officers and agents as it shall deem necessary who shall
hold their offices for such terms, have such authority and perform such duties
as the Board of Directors may from time to time determine, or (b) delegate to
any committee or officer the power to appoint any such subordinate officers or
agents.

     SECTION 5.13 SALARIES AND COMPENSATION. The salary or other compensation of
officers shall be fixed from time to time by the Board of Directors. The Board
of Directors may delegate to any committee or officer the power to fix from time
to time the salary or other compensation of subordinate officers and agents
appointed in accordance with the provisions of Section 5.12.

                                   ARTICLE VI

                                 INDEMNIFICATION

     SECTION 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. (a) The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that such person is
or was, at any time prior to or during which this Article VI is in effect, a
director, officer, employee or agent of the Corporation, or is or was, at any
time prior to or during which this Article VI is in effect, serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan against reasonable expenses (including attorneys' fees), judgments,
fines, penalties, amounts paid in settlement and other liabilities actually and
reasonably incurred by


                                      -16-



such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     (b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was, at any time prior to or during
which this Article VI is in effect, a director, officer, employee or agent of
the Corporation, or is or was, at any time prior to or during which this Article
VI is in effect, serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees), actually
and reasonably incurred by such person in connection with the defense or
Settlement of such action or suit if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation; provided, that no indemnification shall be made under this
sub-section (b) in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Delaware Court of Chancery, or other court of appropriate
jurisdiction, shall determine upon application that, despite the adjudication of


                                      -17-



liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity of such expenses which the Delaware
Court of Chancery, or other court of appropriate jurisdiction, shall deem
proper.

     (c) Any indemnification under sub-sections (a) or (b) (unless ordered by
the Delaware Court of Chancery or other court of appropriate jurisdiction) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the circumstances
because he has met the applicable standard of conduct set forth in sub-sections
(a) and (b). Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors not parties to such action,
suit or proceeding; or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel, in written opinion, selected by the Board of Directors; or (3) by the
Stockholders. In the event a determination is made under this sub-section (c)
that the director, officer, employee or agent has met the applicable standard of
conduct as to some matters but not as to others, amounts to be indemnified may
be reasonably prorated.

     (d) Expenses incurred by a person who is or was a director or officer of
the Corporation in appearing at, participating in or defending any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, shall be paid by the Corporation at reasonable
intervals in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized by this Article VI.


                                      -18-



     (e) It is the intention of the Corporation to indemnify the persons
referred to in this Article VI to the fullest extent permitted by law and with
respect to any action, suit or proceeding arising from events which occur at any
time prior to or during which this Article VI is in effect. The indemnification
and advancement of expenses provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be or become entitled under any law, the Certificate
of Incorporation, these Bylaws, agreement, the vote of Stockholders or
disinterested directors or otherwise, or under any policy or policies of
insurance purchased and maintained by the Corporation on behalf of any such
person, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

     (f) The indemnification provided by this Article VI shall be subject to all
valid and applicable laws, and, in the event this Article VI or any of the
provisions hereof or the indemnification contemplated hereby are found to be
inconsistent with or contrary to any such valid laws, the latter shall be deemed
to control and this Article VI shall be regarded as modified accordingly, and,
as so modified, to continue in full force and effect.

     (g) No termination, amendment, repeal or modification of this Article VI
(other than a modification effected solely by operation of paragraph (f) above)
shall in any manner terminate, reduce, impair or otherwise adversely affect any
right or protection of any past or present director, officer or employee of the
Company existing under this Article VI immediately prior to such termination,
amendment, repeal or modification with respect to claims arising, in whole or in
part, from a state of facts extant on the date of, or relating to


                                      -19-



matters occurring prior to, such termination, amendment, repeal or modification,
regardless of when such claims may arise or be asserted.

                                   ARTICLE VII

                                  CAPITAL STOCK

     SECTION 7.1 CERTIFICATES OF STOCK. Certificates of stock shall be issued to
each Stockholder certifying the number of shares owned by him in the Corporation
and shall be in a form not inconsistent with the Certificate of Incorporation
and as approved by the Board of Directors. The certificates shall be signed by
the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer
and may be sealed with the seal of the Corporation or a facsimile thereof. Any
or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

     If the Corporation shall be authorized to issue more than one (1) class of
stock or more than one (1) series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided by statute, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation


                                      -20-



will furnish without charge to each Stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

     SECTION 7.2 LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the owner of such certificate, or his legal
representative. When authorizing the issuance of a new certificate, the Board of
Directors may in its discretion, as a condition precedent to the issuance
thereof, require the owner, or his legal representative, to give a bond in such
form and substance with such surety as it may direct, to indemnify the
Corporation against any claim that may be made on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

     SECTION 7.3 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD FOR
CERTAIN PURPOSES. (a) In order that the Corporation may determine the
Stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of capital stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days prior to the date of payment of such
dividend or other distribution or allotment of such rights or the date when any
such rights in respect of any change, conversion or exchange of stock may be
exercised or the date of such other action. In such a case, only Stockholders of
record on the date so fixed shall be entitled to receive any such dividend or
other distribution or allotment of rights or to exercise such rights or for any
other purpose, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.


                                      -21-



     (b) If no record date is fixed, the record date for determining
Stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     SECTION 7.4 DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, if any, and except as otherwise provided by law, the directors
may declare dividends upon the capital stock of the Corporation as and when they
deem it to be expedient. Such dividends may be paid in cash, in property or in
shares of the Corporation's capital stock. Before declaring any dividend there
may be set apart out of the funds of the Corporation available for dividends,
such sum or sums as the directors from time to time in their discretion think
proper for working capital or as a reserve fund to meet contingencies or for
equalizing dividends, or for such other purposes as the directors shall think
conducive to the interests of the Corporation and the directors may modify or
abolish any such reserve in the manner in which it was created.

     SECTION 7.5 REGISTERED STOCKHOLDERS. Except as expressly provided by law,
the Certificate of Incorporation and these Bylaws, the Corporation shall be
entitled to treat registered Stockholders as the only holders and owners in fact
of the shares standing in their respective names and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, regardless of whether it shall have express or
other notice thereof.

     SECTION 7.6 TRANSFER OF STOCK. Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
registered owners thereof, or by their legal representatives or their duly
authorized attorneys. Upon any such transfers the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in


                                      -22-



charge of the stock transfer books and ledgers, by whom they shall be cancelled
and new certificates shall thereupon be issued.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     SECTION 8.1 CORPORATE SEAL. If one be adopted, the corporate seal shall
have inscribed thereon the name of the Corporation and shall be in such form as
may be approved by the Board of Directors. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner reproduced.

     SECTION 8.2 FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 8.3 CHECKS, DRAFTS, NOTES. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall from time to time be
determined by resolution (whether general or special) of the Board of Directors
or may be prescribed by any officer or officers, or any officer and agent
jointly, thereunto duly authorized by the Board of Directors.

     SECTION 8.4 NOTICE AND WAIVER OF NOTICE. Whenever notice is required to be
given to any director or Stockholder under the provisions of applicable law, the
Certificate of Incorporation or these Bylaws, it shall not be construed to only
mean personal notice, rather, such notice may also be given in writing, by mail,
addressed to such director or Stockholder at his address as it appears on the
records of the Corporation, with postage thereon prepaid (unless prior to the
mailing of such notice he shall have filed with the Secretary of the Corporation
a written request that notices intended for him be mailed to some other address
in which case, such


                                      -23-



notice shall be mailed to the address designated in the request), and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given by telegram,
cable or other form of recorded communication, by personal delivery or by
telephone. Whenever notice is required to be given under any provision of law,
the Certificate of Incorporation or these Bylaws, a waiver thereof in writing,
by telegraph, cable or other form of recorded communication, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business on the ground that the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these Bylaws.

     SECTION 8.5 EXAMINATION OF BOOKS AND RECORDS. The Board of Directors shall
determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Corporation (except
such as may by statute be specifically opened to inspection) or any of them
shall be open to inspection by the Stockholders, and the Stockholders rights in
this respect are and shall be restricted and limited accordingly.

     SECTION 8.6 VOTING UPON SHARES HELD BY THE CORPORATION. Unless otherwise
provided by law or by the Board of Directors, the Chairman of the Board of
Directors, if one shall be elected, or the President, if a Chairman of the Board
of Directors shall not be elected, acting on


                                      -24-



behalf of the Corporation, shall have full power and authority to attend and to
act and to vote at any meeting of Stockholders of any corporation in which the
Corporation may hold stock and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock which, as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from time to time
may confer like powers upon any person or persons.

                                   ARTICLE IX

                                   AMENDMENTS

     SECTION 9.1 AMENDMENT. Except as otherwise expressly provided in the
Certificate of Incorporation, the directors, by the affirmative vote of a
majority of the entire Board of Directors and without the assent or vote of the
Stockholders, may at any meeting, provided the substance of the proposed
amendment shall have been stated in the notice of the meeting, make, repeal,
alter, amend or rescind any of these Bylaws. The Stockholders shall not make,
repeal, alter, amend or rescind any of the provisions of these Bylaws except by
the holders of not less than a majority of the total voting power of all shares
of stock of the Corporation entitled to vote in the election of directors,
considered for purposes of this Article IX as one class.


                                      -25-

EX-4.11

                                                                    Exhibit 4.11

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  FINWELL, INC.

     FIRST: The name of the corporation is Finwell, Inc. (the "Corporation").

     SECOND: The registered office of the Corporation in the State of Delaware
is located at The Corporation Trust Company, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock with a
par value of one cent ($.01) per share.

     FIFTH: No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.



         SIXTH: The name and mailing address of the Incorporator is as follows:

NAME:                                   MAILING ADDRESS:
Douglas G. Gray, Esq.                   c/o Edwards & Angell, LLP
                                        2800 Financial Plaza
                                        Providence, RI 02903

     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the Corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law of
Delaware, as amended or supplemented from time to time.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.

     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.


                                      -2-



     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this ___ day of December, 2003.


                                        ----------------------------------------
                                        Douglas G. Gray, Esq.
                                        Sole Incorporator


                                      -3-

EX-4.12

                                                                    Exhibit 4.12

                                  FINWELL, INC.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of Finwell, Inc.,
(the "Corporation") in the State of Delaware shall be at c/o The Corporation
Trust Company, 1209 Orange Street, Wilmington, DE 19801. The name of the
resident agent at such address is The Corporation Trust Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the morning, local time, on the first
Tuesday in June in each year, if not a legal holiday at the place where such
meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors



may, by resolution fix a different day, time or place (either within or without
the State of Delaware) for the annual meeting. (c) If the election of directors
shall not be held on the day designated herein or the day fixed by the Board, as
the case may be, for any annual meeting, or on the day of any adjourned session
thereof, the Board of Directors shall cause the election to be held at a special
meeting as soon thereafter as conveniently may be. At such special meeting the
stockholders may elect the directors and transact other business with the same
force and effect as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the Chairman, the Chief
Executive Officer or the President, or by order of the Board of Directors, and
must be called by the Secretary upon the request in writing of any stockholder
holding of record at least twenty-five percent of the outstanding shares of
stock of the Corporation entitled to vote at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b) Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy or who shall in person or by attorney
thereunto authorized, waive such notice in writing or by telegraph, cable or any
other available method


                                       -2-



either before or after such meeting. Notice of any adjourned meeting of the
stockholders shall not be required to be given except when expressly required by
law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders, the
Chairman, or if he or she is absent, the Chief Executive Officer, the President,
any Vice President or any other officer designated by the Board of Directors,
shall act as chairman, and the Secretary or an Assistant Secretary of the
Corporation, or in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of such meeting shall appoint shall act as secretary of
the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his name
on the books of the Corporation:


                                       -3-



          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.

     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report


                                       -4-



the results of such votes, and subscribe and deliver to the secretary of the
meeting a certificate stating the number of shares of stock issued and
outstanding and entitled to vote thereon and the number of shares voted for and
against the questions presented. The inspectors need not be stockholders of the
Corporation, and any director or officer of the Corporation may be an inspector
on any question other than a vote for or against his election to any position
with the Corporation or on any other question in which he may be directly
interested. Before acting as herein provided each inspector shall subscribe an
oath faithfully to execute the duties of an inspector with strict impartiality
and according to the best of his ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall be ineligible for election to any office at such meeting. (d) The stock
ledger shall be conclusive evidence as to who are the stockholders entitled to
examine the stock ledger and the


                                       -5-



list of stockholders required by this Section 2.09 on the books of the
Corporation or to vote in person or by proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than nine (9) as from time to time shall be fixed
by the Board of Directors. Unless otherwise determined by a majority of
directors at the time in office, each of the Chief Executive Officer and the
President of the Corporation shall be appointed to serve on the Board of
Directors while holding such office. (b) A director need not be a stockholder.
Each director shall hold office until the annual meeting of the stockholders
next following his election and until his successor shall have been elected and
shall qualify, or until his death, or until he shall resign, or until he shall
have been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                       -6-



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                       -7-



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman, the Chief Executive
Officer, the President or by any two of the directors. Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, at least two days before the day on which the meeting
is to be held, or shall be sent to him at his residence or at such place of
business by telegraph, cable or other available means, or shall be delivered
personally or by telephone, not later than one day before the day on which the
meeting is to be held. Each such notice shall state the time and place of the
meeting but need not state the purposes thereof except as otherwise herein
expressly provided. Notice of any such meeting need not be given to any
director, however, if waived by him in writing or by telegraph, cable or
otherwise, whether before or after such meeting shall be held, or if he shall be
present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors, the
Chairman, or if he or she is absent, the Chief Executive Officer, the President
or a director chosen by a majority of the directors present, shall act as
chairman. The Secretary or, in his absence an Assistant Secretary or, in the
absence of the Secretary and all Assistant Secretaries, a person whom the
chairman of such meeting shall appoint shall act as secretary of such meeting
and keep the minutes thereof.


                                       -8-



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the Chairman, the Chief Executive Officer, the President or the Secretary of the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                       -9-



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than three members of the Board of
Directors, including the Chief Executive Officer and the President, and shall
designate one of the members as its chairman. Notwithstanding any limitation on
the size of the Executive Committee, the Committee may invite members of the
Board to attend one at a time at its meetings. For the purpose of the meeting he
so attends, the invited director shall be entitled to vote on matters considered
at such meeting and shall receive the Executive Committee fee for such
attendance. At any time one additional director may be invited to an Executive
Committee meeting in addition to the rotational invitee and in such case such
additional invitee shall also be entitled to vote on matters considered at such
meeting and shall receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                      -10-



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                      -11-



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The Chairman, the Chief Executive Officer or the
President may designate one or more directors as alternate members of any
committee who may act in the place and stead of members who temporarily cannot
attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board


                                      -12-



of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
Chief Executive Officer, a President, one or more Vice Presidents as determined
by the Board of Directors, a Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any number of offices may be
held by the same person unless otherwise set forth in the Certificate of
Incorporation or these Bylaws.


                                      -13-



     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
Chairman, the Chief Executive Officer or the President may from time to time
determine. The Board of Directors may delegate to any principal officer the
power to appoint or remove any such subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the Chairman, the Chief Executive
Officer, the President or the Secretary of the Corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.


                                      -14-



     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to further definition by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. Chief Executive Officer. Subject to further definition by the
Board of Directors, the Chief Executive Officer shall have general executive
powers over the affairs of the Corporation and such specific powers and duties
as from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the Chief Executive Officer, the President shall preside at all
meetings of the stockholders.

     SECTION 6.09. President. Subject to further definition by the Board of
Directors, the President shall be the chief operating officer of the Corporation
and shall have general executive powers regarding its operations and such
specific powers and duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act. In the absence of the President, a Vice President
shall preside at all meetings of the stockholders.

     SECTION 6.10. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board or by
the Chairman, the Chief Executive Officer or


                                      -15-



the President. In the absence of the Chairman, the Chief Executive Officer and
the President, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.11. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board
designated by it so to act, or by the Chairman, the Chief Executive Officer or
the President, making proper vouchers for such disbursements, and shall render
to the Board of Directors or the stockholders, whenever the Board may require
him so to do, a statement of all his transactions as Treasurer and of the
financial condition of the Corporation; and, in general, he shall perform all
the duties as from time to time may be assigned to him by the Board of Directors
or any committee of the Board designated by it so to act, or by the Chairman,
the Chief Executive Officer or the President.

     SECTION 6.12. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and


                                      -16-



shall make or cause to be made, all proper changes therein, shall see that the
books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and, in general, shall perform all
duties incident to the office of Secretary and such other duties as may from
time to time be assigned to him by the Board of Directors or any committee of
the Board designated by it so to act, or by the Chairman, the Chief Executive
Officer or the President.

     SECTION 6.13. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or any committee of the Board
designated by it so to act, or by the Chairman, the Chief Executive Officer, the
President or the Secretary.

     SECTION 6.14. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the


                                      -17-



request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding to the full extent permitted under
subsections (a) through (e) of Section 145 of Title 8 of the Delaware Code, as
from time to time amended. The foregoing right of indemnification shall in no
way be exclusive of any other rights of indemnification to which such director,
officer, employee or agent may be entitled, under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the Chairman, the Chief Executive Officer, the President,
any Vice President, the Treasurer, the Secretary or any Assistant Secretary, may
enter into any contract or execute any contract or other instrument, the
execution of which is not otherwise specifically provided for, in the name and
on behalf of the Corporation. The Board of Directors, or any committee
designated thereby with power so to act, except as otherwise provided in these
By-Laws, may authorize any other or additional officer or officers or agent or
agents of the Corporation, and such authority may be general or confined to
specific instances. Unless authorized so to do by these By-Laws or by the Board
of Directors or by any such committee, no officer, agent or employee shall have
any


                                      -18-



power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to


                                      -19-



act may from time to time designate, or as may be designated by any officer or
officers or agent or agents of the Corporation to whom such power may be
delegated by the Board of Directors or any committee of the Board designated by
it so to act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation may be endorsed, assigned and
delivered by any officer, agent or employee of the Corporation or in such other
manner as may from time to time be designated or determined by resolution of the
Board of Directors or any committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the Chairman, the Chief
Executive Officer, the President, or any Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation, in the
name and on behalf of the Corporation, to cast the votes which the Corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation, association or trust any of whose stock or other securities may be
held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or trust, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation, association or trust, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS


                                      -20-



     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,


                                      -21-



notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. Unless the Board of Directors
otherwise determines, the books and accounts of the Corporation shall be audited
at least once in each fiscal year by certified public accountants of good
standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
Chairman, the Chief Executive Officer, the President or a Vice President, and by
the Treasurer or any Assistant Treasurer or the Secretary or any Assistant
Secretary of the Corporation; provided, however, that where such certificate is
signed or countersigned by a transfer agent or registrar the signatures of such
officers of the Corporation and the seal of the Corporation may be in facsimile
form. In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation as
though the person or persons who signed such certificate or whose facsimile
signature or signatures shall have been used thereof had not ceased to be such
officer or officers of the Corporation.


                                      -22-



     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.


                                      -23-



                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 2003, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                      -24-

EX-4.13

                                                                    Exhibit 4.13

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   JOSDAV INC.

     FIRST: The name of the Corporation is JOSDAV INC.

     SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Three Thousand (3,000) shares of Common Stock of the
par value of one dollar ($1.00) per share.

     FIFTH: The affirmative vote or consent of the holders of greater than
Fifty-One Percent (51%) of the outstanding Common Stock of the Corporation shall
be necessary to approve any action to be taken by the stockholders of the
Corporation.

     SIXTH: The names and addresses of those persons who shall serve as
Directors of the Corporation until the first annual meeting of the stockholders
of the Corporation or until their successors are elected and qualified are as
follows:



NAMES:                                  MAILING ADDRESS

Ilan Kaufthal                           376 Eton Street
                                        Englewood, NJ 02631

Peter Steinlauf                         2120 South Beverly Drive
                                        Los Angeles, CA 90034

     SEVENTH: The name and mailing address of the Incorporator is as follows:

NAME:                                   MAILING ADDRESS

Susan B. Richardson                     2700 Hospital Trust Tower
                                        Providence, RI 02903

     EIGHTH: The Corporation is to have perpetual existence.

     NINTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     TENTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the Corporation is
authorized and empowered to adopt, alter, amend and repeal the By-laws of the
Corporation in any manner not inconsistent with the laws of the State of
Delaware.

     ELEVENTH: The Corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Laws of
Delaware.

     TWELFTH: Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation.


                                       -2-



     THIRTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in Certificate of Incorporation, in the manner
now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
ate of Delaware, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 20th day of August, 1986.


                                        ----------------------------------------
                                        Susan B. Richardson


                                       -3-

EX-4.14

                                                                    Exhibit 4.14

                                  JOSDAV, INC.

                                    BY-LAWS

                                   ARTICLE I.

                                    OFFICES

     SECTION 1.01. Registered Office. The registered office of JOSDAV, Inc. (the
"Corporation") in the State of Delaware shall be at The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of the resident agent at such address is The Corporation Trust
Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the third
Wednesday in March in each year, if not a legal holiday at the place where such
meeting is



to be held, and if a legal holiday, then on the next succeeding business day not
a legal holiday at the same hour. (b) In respect of the annual meeting for any
particular year the Board of Directors may, by resolution fix a different day,
time or place (either within or without the State of Delaware) for the annual
meeting. (c) If the election of directors shall not be held on the day
designated herein or the day fixed by the Board, as the case may be, for any
annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b) Notice of any meeting of
stockholders shall not be required to be given to any stockholder who


                                        2



shall attend such meeting in person or by proxy or who shall in person or by
attorney thereunto authorized, waive such notice in writing or by telegraph,
cable or any other available method either before or after such meeting. Notice
of any adjourned meeting of the stockholders shall not be required to be given
except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be


                                        3



entitled to one vote, in person or by proxy, for each share of capital stock of
the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                        4



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall

                                        5



be ineligible for election to any office at such meeting. (d) The stock ledger
shall be conclusive evidence as to who are the stockholders entitled to examine
the stock ledger and the list of stockholders required by this Section 2.09 on
the books of the Corporation or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than eleven (11) as from time to time shall be
fixed by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                        6



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                        7



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                        8



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                        9



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                       10



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                       11



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board


                                       12



of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.


                                       13



     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


                                       14



     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the President, the Vice President shall preside at all meetings of
the stockholders.

     SECTION 6.09. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board


                                       15



designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the


                                       16



powers of the Secretary. The Assistant Secretaries shall perform such other
duties as from time to time may be assigned to them by the Board of Directors or
any committee of the Board designated by it so to act, or by the President or
Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.


                                       17



                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the


                                       18



Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the


                                       19



Corporation as shall from time to time be determined by resolution of the Board
of Directors or any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the


                                       20



Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or


                                       21



to give such consent, and in each such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting and any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be


                                       22



issued and delivered by the Corporation as though the person or persons who
signed such certificate or whose facsimile signature or signatures shall have
been used thereof had not ceased to be such officer or officers of the
Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.


                                       23



     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1996, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.


                                       24



                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                       25

EX-4.15

                                                                    Exhibit 4.15

                          CERTIFICATE OF INCORPORATION

                                       OF

                                MED RESINS, INC.

                                   ----------

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "Corporation")
is MED Resins, Inc.

     SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, DE 19805, County of New Castle; and the name of the registered
agent of the Corporation in the State of Delaware at such address is Corporation
Service Company.

     THIRD: The nature of the business or purposes to be conducted by and
promoted by the Corporation is to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock, par
value one cent ($.01) per share.

     FIFTH: No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.



     SIXTH: The name and mailing address of the Incorporator is as follows:

NAME:                                   MAILING ADDRESS:

Douglas G. Gray, Esq.                   c/o Edwards & Angell, LLP
                                        2800 BankBoston Plaza
                                        Providence, RI 02903

     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the Corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law of
Delaware.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.

     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 18th day of November, 1999.


                                        ----------------------------------------
                                        Douglas G. Gray, Esq.
                                        Incorporator


                                       -2-

EX-4.16

                                                                    Exhibit 4.16

                                     BY-LAWS

                                       OF

                                MED RESINS, INC.

                                   ARTICLE I.

                                    OFFICES

     SECTION 1.01. Registered Office. The registered office of MED Resins, Inc.
(the "Corporation") in the State of Delaware shall be at c/o Corporation Service
Company, 1013 Centre Road, Wilmington, DE 19805. The name of the resident agent
at such address is Corporation Service Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the



first day of June in each year, if not a legal holiday at the place where such
meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b)


                                      -2-



Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy or who shall in
person or by attorney thereunto authorized, waive such notice in writing or by
telegraph, cable or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be


                                      -3-



entitled to one vote, in person or by proxy, for each share of capital stock of
the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                      -4-



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall


                                      -5-



be ineligible for election to any office at such meeting. (d) The stock ledger
shall be conclusive evidence as to who are the stockholders entitled to examine
the stock ledger and the list of stockholders required by this Section 2.09 on
the books of the Corporation or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than nine (9) as from time to time shall be fixed
by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                      -6-



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                      -7-



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                      -8-



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                      -9-



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                      -10-



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                      -11-



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board


                                      -12-



of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, a Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.


                                      -13-



     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


                                      -14-



     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the President, the Vice President shall preside at all meetings of
the stockholders.

     SECTION 6.09. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board


                                      -15-



designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the


                                      -16-



powers of the Secretary. The Assistant Secretaries shall perform such other
duties as from time to time may be assigned to them by the Board of Directors or
any committee of the Board designated by it so to act, or by the President or
Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer,


                                      -17-



employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment


                                      -18-



of any and all loans, advances, indebtedness and liabilities of the Corporation,
may mortgage, pledge, hypothecate or transfer any real or personal property at
any time owned or held by the Corporation, and to that end execute instruments
of mortgage or pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time


                                      -19-



to time appoint an attorney or attorneys or agent or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation, association or trust any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, association or trust, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, association or trust, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.


                                      -20-



     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.


                                      -21-



                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.


                                      -22-



     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.


                                      -23-



                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1998, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                      -24-

EX-4.17

                                                                    Exhibit 4.17

                          CERTIFICATE OF INCORPORATION

                                       OF

                                    MRF, INC.

     FIRST: The name of the Corporation is MRF, Inc.

     SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock with a
par value of one cent ($.01) per share.

     FIFTH: No Director of the corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware,


                                      -1-



or (iv) for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.

       SIXTH:  The name and mailing address of the Incorporator is as follows:

NAME:                                   MAILING ADDRESS:

Kathleen S. Rainone                     c/o Edwards & Angell
                                        2700 Hospital Trust Tower
                                        Providence, RI 02903

     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law of
Delaware.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation.


                                      -2-



     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 8th day of May, 1995.


                                        ----------------------------------------
                                        Kathleen S. Rainone


                                      -3-

EX-4.18

                                                                    Exhibit 4.18

                                    MRF, Inc.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of MRF, Inc. (the
"Corporation") in the State of Delaware shall be at Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The
name of the resident agent at such address is The Corporation Trust Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be


                                       -1-



fixed by the Board of Directors and specified in the respective notices or
waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the first
Tuesday in June in each year, if not a legal holiday at the place where such
meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any


                                       -2-



time by the President or Chairman or by order of the Board of Directors and must
be called by the Secretary upon the request in writing of any stockholder
holding of record at least twenty-five percent of the outstanding shares of
stock of the Corporation entitled to vote at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b) Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy or who shall in person or by attorney
thereunto authorized, waive such notice in writing or by telegraph, cable or any
other available method either before or after such meeting. Notice of any
adjourned meeting of the stockholders shall not be required to be given except
when expressly required by law.


                                       -3-



     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.


                                       -4-



     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his name
on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such


                                       -5-



stockholder or by his attorney thereunto authorized, or by a telegram, cable or
any other available method delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted after three years from its date, unless
said proxy provides for a longer period. (e) At all meetings of the
stockholders, all matters (except where other provision is made by law or by the
Certificate of Incorporation or these By-Laws) shall be decided by the vote of a
majority in interest of the stockholders entitled to vote thereon, present in
person or by proxy, at such meeting, a quorum being present.

     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe


                                       -6-



an oath faithfully to execute the duties of an inspector with strict
impartiality and according to the best of his ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall be ineligible for election to any office at such meeting. (d) The stock
ledger shall be conclusive evidence as to who are the stockholders entitled to
examine the stock ledger and the list of stockholders required


                                       -7-



by this Section 2.09 on the books of the Corporation or to vote in person or by
proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than eleven (11) as from time to time shall be
fixed by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases


                                       -8-



in the number of directors, the additional director or directors may be elected
either at the meeting of the Board of Directors or of the stockholders at which
such increase is voted, or at any subsequent annual, regular or special meeting
of the Board of Directors or stockholders.

     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place


                                       -9-



or places within or without the State of Delaware as the Board may from time to
time determine. The place of meeting shall be specified or fixed in the
respective notices or waivers of notice thereof, except where otherwise provided
by statute, by the Certificate of Incorporation or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business,


                                      -10-



at least two days before the day on which the meeting is to be held, or shall be
sent to him at his residence or at such place of business by telegraph, cable or
other available means, or shall be delivered personally or by telephone, not
later than one day before the day on which the meeting is to be held. Each such
notice shall state the time and place of the meeting but need not state the
purposes thereof except as otherwise herein expressly provided. Notice of any
such meeting need not be given to any director, however, if waived by him in
writing or by telegraph, cable or otherwise, whether before or after such
meeting shall be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.

     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without


                                      -11-



cause, at any time, by the affirmative vote of the holders of record of a
majority of the issued and outstanding stock entitled to vote for the election
of directors of the Corporation given at a special meeting of the stockholders
called and held for the purpose; and the vacancy in the Board caused by any such
removal may be filled by such stockholders at such meeting in the manner
hereinafter provided or, if the stockholders at such meeting shall fail to fill
such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly


                                      -12-



elected and qualified or until his death or until he shall resign or shall have
been removed in the manner herein provided.

     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance.


                                      -13-



At any time one additional director may be invited to an Executive Committee
meeting in addition to the rotational invitee and in such case such additional
invitee shall also be entitled to vote on matters considered at such meeting and
shall receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly appointed and
qualified. The chairman of the Executive Committee or, in his absence, a member
of the Committee chosen by a majority of the members present shall preside at
meetings of the Executive Committee and the Secretary or an Assistant Secretary
of the Corporation, or such other person as the Executive Committee shall from
time to time determine, shall act as secretary of the Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the


                                      -14-



approval of the Board of Directors, and shall meet at such times and at such
place or places as may be provided by such rules. At every meeting of the
Executive Committee the presence of a majority of all the members shall be
necessary to constitute a quorum and the affirmative vote of a majority of the
members present shall be necessary for the adoption by it of any resolution. In
the absence of a quorum at any meeting of the Executive Committee such meeting
need not be held, or a majority of the members present thereat or, if no members
be present, the secretary of the meeting may adjourn such meeting from time to
time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of Directors, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.


                                      -15-


     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power to change
the members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.


                                      -16-



                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Treasurer and a Secretary. In addition, there may be such other or
subordinate officers,


                                      -17-



agents and employees as may be appointed in accordance with the provisions of
Section 6.03. Any two or more offices may be held by the same person, except
that the office of Secretary shall be held by a person other than the person
holding the office of President.

     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided. The President shall be and remain a
director.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.


                                      -18-



     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and


                                      -19-



such specific powers and duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President. In the absence of the
President, the Vice President shall preside at all meetings of the stockholders.

     SECTION 6.09. Vice President. Each Vice President shall have such powers
and perform such duties as from time to time may be conferred upon or assigned
to him by the Board of Directors or any committee of the Board designated by it
to so act, or by the President or Chairman. In the absence of the President or
Chairman, a Vice President shall preside at all meetings of the stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be


                                      -20-



assigned to him by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.


                                      -21-



     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other


                                      -22-



enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or


                                      -23-



additional officer or officers or agent or agents of the Corporation, and such
authority may be general or confined to specific instances. Unless authorized so
to do by these By-Laws or by the Board of Directors or by any such committee, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.


                                      -24-



     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other5manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted


                                      -25-



by the Board of Directors or any committee of the Board designated by it to so
act, the President or Chairman or any Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation, in the
name and on behalf of the Corporation, to cast the votes which the Corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation, association or trust any of whose stock or other securities may be
held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or trust, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation, association or trust, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock


                                      -26-



certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall


                                      -27-



be stockholders of record on the date so fixed shall be entitled to notice of,
or to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights or to give such consent, as the case may be, notwithstanding any transfer
of any stock on the books of the Corporation after any such record date fixed as
aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the


                                      -28-



Corporation may be in facsimile form. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers
of the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or whose
facsimile signature or signatures shall have been used thereof had not ceased to
be such officer or officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.


                                      -29-



     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1995, Delaware."


                                      -30-



                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                      -31-

EX-4.19

                                                                    Exhibit 4.19

                          CERTIFICATE OF INCORPORATION

                                       OF

                          PERMACLEAR EAST INCORPORATED

                                   ----------

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "Corporation")
is Permaclear East Incorporated.

     SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, DE 19805, County of New Castle; and the name of the registered
agent of the Corporation in the State of Delaware at such address is Corporation
Service Company.

     THIRD: The nature of the business or purposes to be conducted by and
promoted by the Corporation is to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock, par
value one cent ($.01) per share.

     FIFTH: No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.



     SIXTH: The name and mailing address of the Incorporator is as follows:

NAME:                                   MAILING ADDRESS:

David K. Duffell, Esq.                  c/o Edwards & Angell, LLP
                                        One BankBoston Plaza
                                        Providence, RI 02903

     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the Corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law of
Delaware.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the Corporation.

     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 31st day of August, 1998.


                                        ----------------------------------------
                                        David K. Duffell, Esq.
                                        Incorporator


                                       -2-

EX-4.20

                                                                    Exhibit 4.20

                                     BY-LAWS

                                       OF

                          PERMACLEAR EAST INCORPORATED

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of Permaclear East
Incorporated (the "Corporation") in the State of Delaware shall be at c/o
Corporation Service Company, 1013 Centre Road, Wilmington, DE 19805. The name of
the resident agent at such address is Corporation Service Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the



first day of June in each year, if not a legal holiday at the place where such
meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b)


                                       -2-



Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy or who shall in
person or by attorney thereunto authorized, waive such notice in writing or by
telegraph, cable or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be


                                       -3-



entitled to one vote, in person or by proxy, for each share of capital stock of
the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                       -4-



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall


                                       -5-



be ineligible for election to any office at such meeting. (d) The stock ledger
shall be conclusive evidence as to who are the stockholders entitled to examine
the stock ledger and the list of stockholders required by this Section 2.09 on
the books of the Corporation or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than nine (9) as from time to time shall be fixed
by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                       -6-



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                       -7-



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                       -8-



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                       -9-



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                      -10-



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                      -11-



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board


                                      -12-



of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, a Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.


                                      -13-



     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


                                      -14-


     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the President, the Vice President shall preside at all meetings of
the stockholders.

     SECTION 6.09. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board


                                      -15-



designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the


                                      -16-



powers of the Secretary. The Assistant Secretaries shall perform such other
duties as from time to time may be assigned to them by the Board of Directors or
any committee of the Board designated by it so to act, or by the President or
Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer,


                                      -17-



employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment


                                      -18-



of any and all loans, advances, indebtedness and liabilities of the Corporation,
may mortgage, pledge, hypothecate or transfer any real or personal property at
any time owned or held by the Corporation, and to that end execute instruments
of mortgage or pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time


                                      -19-



to time appoint an attorney or attorneys or agent or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation, association or trust any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, association or trust, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, association or trust, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.


                                      -20-



     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.


                                      -21-



                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.


                                      -22-



     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.


                                      -23-



                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1998, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                      -24-

EX-4.21

                                                                    Exhibit 4.21

                          CERTIFICATE OF INCORPORATION

                                       OF

                          WELLMAN DELAWARE HOLDING INC.

     FIRST: The name of the Corporation is Wellman Delaware Holding Inc.

     SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Three Thousand (3,000) shares of Common Stock of the
par value of one cent ($.01) per share.

     FIFTH: The affirmative vote or consent of the holders of greater than Fifty
Percent (50%) of the outstanding Common Stock of the Corporation shall be
necessary to approve any action to be taken by the stockholders of the
Corporation.

     SIXTH: The names and addresses of those persons who shall serve as
Directors of the Corporation until the first annual meeting of the stockholders
of the Corporation or until their successors are elected and qualified are as
follows:

NAMES                                   MAILING ADDRESSES
Thomas M. Duff                          Shrewsbury Executive Center
                                        1040 Broad Street, Suite 302
                                        Shrewsbury, NJ 07702



NAMES                                   MAILING ADDRESSES
Clifford J. Christenson                 Shrewsbury Executive Center
                                        1040 Broad Street, Suite 302
                                        Shrewsbury, NJ 07702

     SEVENTH: The name and mailing address of the Incorporator is as follows:

NAME                                    MAILING ADDRESSES
Christine M. Marx                       2700 Hospital Trust Tower
                                        Providence, RI 02903

     EIGHTH: The Corporation is to have perpetual existence.

     NINTH: Elections of Directors need not be by written ballot unless the
by-laws of the Corporation so provide.

     TENTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the Corporation is
authorized and empowered to adopt, alter, amend and repeal the by-laws of the
Corporation in any manner not inconsistent with the laws of the State of
Delaware.

     ELEVENTH: The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by law. No director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transactions from which
the director derived an improper personal benefit. This Article shall not
eliminate or limit the liability of a Director for any act or omission occurring
prior to the time this Article became effective.


                                       -2-



     TWELFTH: Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation.

     THIRTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 20th day of December, 1989.


                                        ----------------------------------------
                                        Christine M. Marx


                                       -3-



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          WELLMAN DELAWARE HOLDING INC.

                                    * * * * *

     WELLMAN DELAWARE HOLDING INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     FIRST: That the Board of Directors of Wellman Delaware Holding Inc. by the
unanimous written consent of its members, filed with the minutes of the board,
duly adopted resolutions setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and submitting said amendment to the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

          RESOLVED: That the Certificate of Incorporation of this corporation be
     amended by changing the FIRST Article thereof in its entirety so that as
     amended said Article shall be and read as follows:

          "FIRST: The name of the corporation is Prince, Inc."

     SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders of said corporation have given written consent to said amendment in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.

     THIRD: That said amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.



     IT WITNESS WHEREOF, said Wellman Delaware Holding Inc. has caused this
certificate to be signed by Clifford J. Christenson, its Vice President and
attested by David K. Duffell, its Secretary this 30th day of November, 1990.

                                        WELLMAN DELAWARE HOLDING INC.


                                        By /s/ Clifford J. Christensen
                                           -------------------------------------
                                           Clifford J. Christsenson
                                           Vice President


ATTEST:


By /s/ David K. Duffell
   -------------------------------------
   David K. Duffell
   Assistant Secretary


                                       -2-



                              CERTIFICATE OF MERGER

                                       OF

                               NECR HOLDINGS, INC.
                            (a Delaware corporation)

                                       AND

                                  PRINCE, INC.
                            (a Delaware corporation)

     It is hereby certified that:

     1. The constituent business corporations participating in the merger herein
certified are:

          (i) NECR Holdings, Inc., which is incorporated under the laws of the
     State of Delaware; and

          (ii) Prince, Inc., which is incorporated under the laws of the State
     of Delaware.

     2. An Agreement of Merger has been approved, adopted, certified, executed,
and acknowledged by each of the aforesaid constituent corporations in accordance
with the provisions of subsection (c) of Section 251 of the General Corporation
Law of the State of Delaware.

     3. The name of the surviving corporation in the merger herein certified is
Prince, Inc., which will continue its existence as said surviving corporation
under its present name upon the effective date of said merger pursuant to the
provisions of the General Corporation Law of the State of Delaware.

     4. The Certificate of Incorporation of Prince, Inc., as now in force and
effect, shall continue to be the Certificate of Incorporation of said surviving
corporation until amended and



changed pursuant to the provisions of the General Corporation Law of the State
of Delaware.

     5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at the principal place of business of the aforesaid
surviving corporation, the address of which is as follows: Prince, Inc.,
Corporate Offices, 1040 Broad Street, Suite 302, Shrewsbury, New Jersey 07702.

     6. A copy of the aforesaid Agreement of Merger will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.

Dated: August 28, 1995.                 NECR HOLDINGS, INC.


                                        By: /s/ Keith R. Phillips
                                            ------------------------------------
                                        Name: Keith R. Phillips
                                        Title: Vice President


Dated: August 28, 1995.                 PRINCE, INC.


                                        By: /s/ Keith R. Phillips
                                            ------------------------------------
                                        Name: Keith R. Phillips
                                        Title: Vice President


/s/ Claudia Schurin
- -------------------------------------
Witness: 8/28/95


                                       -2-

EX-4.22

                                                                    Exhibit 4.22

                                  PRINCE, INC.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of Prince, Inc. (the
"Corporation") in the State of Delaware shall be at The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of the resident agent at such address is The Corporation Trust
Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the



third Wednesday in March in each year, if not a legal holiday at the place where
such meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b)


                                       2



Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy or who shall in
person or by attorney thereunto authorized, waive such notice in writing or by
telegraph, cable or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be


                                       3



entitled to one vote, in person or by proxy, for each share of capital stock of
the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                       4



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall


                                       5



be ineligible for election to any office at such meeting. (d) The stock ledger
shall be conclusive evidence as to who are the stockholders entitled to examine
the stock ledger and the list of stockholders required by this Section 2.09 on
the books of the Corporation or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than the minimum number allowed under the laws of
the State of Delaware nor more than eleven (11) as from time to time shall be
fixed by the Board of Directors. (b) A director need not be a stockholder. Each
director shall hold office until the annual meeting of the stockholders next
following his election and until his successor shall have been elected and shall
qualify, or until his death, or until he shall resign, or until he shall have
been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.


                                       6



     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given, except as otherwise required by statute or by the
Certificate of Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                       7



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be sent to
him at his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                       8



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                       9



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                       10



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                       11



Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board


                                       12


of Directors shall have the power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.


                                       13



     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and perform such duties as the Board of
Directors, any committee of the Board designated by it to so act, or the
President or Chairman may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


                                       14



     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors or any committee of the Board designated by it to so act. In the
absence of the President, the Vice President shall preside at all meetings of
the stockholders.

     SECTION 6.09. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board


                                       15



designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the


                                       16



powers of the Secretary. The Assistant Secretaries shall perform such other
duties as from time to time may be assigned to them by the Board of Directors or
any committee of the Board designated by it so to act, or by the President or
Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.


                                       17



                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the


                                       18



Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the


                                       19



Corporation as shall from time to time be determined by resolution of the Board
of Directors or any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the


                                       20



Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or


                                       21



to give such consent, and in each such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting and any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be


                                       22



issued and delivered by the Corporation as though the person or persons who
signed such certificate or whose facsimile signature or signatures shall have
been used thereof had not ceased to be such officer or officers of the
Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.


                                       23



     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1996, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.


                                       24



                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                       25

EX-4.23

                                                                    Exhibit 4.23

                            CERTIFICATE OF FORMATION

                                       OF

                               PTA RESOURCES, LLC

          The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

          FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is PTA Resources, LLC.

          SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed on March ___, 1999.


                                        ----------------------------------------
                                        Douglas G. Gray, Authorized Person

EX-4.24

                                                                    Exhibit 4.24

                     LIMITED LIABILITY COMPANY AGREEMENT OF
                               PTA RESOURCES, LLC

                                    ARTICLE I
                            FORMATION AND MEMBERSHIP

     SECTION 1.01. Formation. PTA RESOURCES, LLC (the "COMPANY") has been
organized as a limited liability company pursuant to the Delaware Limited
Liability Company Act, as amended (the "ACT"). The Act shall govern the rights
and liabilities of the parties hereto except as otherwise expressly stated. The
Company was formed on _________________, __________.

                                   ARTICLE II
                               OFFICES, NAME, ETC.

     SECTION 2.01. Principal Office. The principal office of the Company shall
be 1040 Broad Street, Suite 302, Shrewsbury, New Jersey 07702 or such other
place as may be determined from time to time by the Member.

     SECTION 2.02. Name. The business of the Company shall be conducted under
the name of "PTA Resources, LLC" or such other name as the Member may determine
from time to time.

     SECTION 2.03. Term. The term of the Company commenced on the date its
Certificate of Formation was filed with the Secretary of State for the State of
Delaware and shall continue until terminated as hereinafter provided.

     SECTION 2.04. Authorized Persons. The actions of Keith R. Phillips, Esq.,
who executed the Certificate of Formation of the Company as an Authorized Person
of the Company, are hereby ratified.

     SECTION 2.05. Resident Agent. The name and address of the Company's
resident agent in Delaware shall be c/o The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801. The Member may change the Company's
registered agent from time to time.

     SECTION 2.06. Business Ventures. The Member may engage independently or
with others in other business ventures of every nature and description, and the
Company shall not have any rights in and to such independent ventures or the
income or profits derived therefrom.

                                   ARTICLE III
                               PURPOSES AND POWERS

     SECTION 3.01. Purpose. The Company shall be a limited liability company
organized under the laws of the State of Delaware. Wellman of Mississippi, Inc.,
a Delaware corporation,



shall be the initial "Member" of the Company. The Company may engage in any and
all lawful acts or activities permitted under the Act.

     SECTION 3.02. Powers. In furtherance of the purposes of the Company as set
forth in SECTION 3.01 and in addition to those powers provided in the Act, the
Company hereby has the additional power and authority to enter into any kind of
activity and to perform and carry out contracts of any kind necessary to, or in
connection with, or incidental to, the accomplishment of the purposes of the
Company, so long as said activities and contracts may be lawfully carried on or
performed by a limited liability company under the Act.

                                   ARTICLE IV
                                     MEMBER

     The Member shall not be liable for the obligations of the Company solely by
reason of being a Member. The Member shall not be required to make any
additional contributions to the capital of the Company.

                                    ARTICLE V
                                   MANAGEMENT

     The powers of the Company shall be exercised exclusively by or under the
exclusive authority of, and the business and affairs of the Company shall be
managed under the exclusive direction and control of, the Manager (or Managers).
The initial Managers are Keith R. Phillips and Audrey Goodman, who shall serve
until their resignation, incapacity or deaths. A Successor Manager or Managers
shall be appointed by the Member.

                                   ARTICLE VI
                                  DISTRIBUTIONS

     After providing for the payment of any amounts due on any indebtedness of
the Company and providing for a reasonable reserve for the payment of expenses
of the Company, any remaining cash and other assets funds of the Company may be
distributed to the Member.

                                   ARTICLE VII
                                 INDEMNIFICATION

     The Member shall be indemnified in the manner and to the full extent
permitted by the Act. If the Member is threatened to be or is made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or
was, a Member, he shall be indemnified against expenses (including attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any such action, suit or proceeding to
the fullest extent permitted. The foregoing right of indemnification shall in no
way be exclusive of any other rights of indemnification to which such Member may
be entitled under any agreement,


                                      -2-



or otherwise, and shall continue after such time as he has ceased to be a Member
and shall inure to the benefit of his heirs, executors and administrators.

                                  ARTICLE VIII
                  FISCAL YEAR, ACCOUNTING, INSPECTION OF BOOKS

     SECTION 8.01. Fiscal Year and Accounting. Except as otherwise determined by
the Member, the fiscal year of the Company shall be the calendar year. The books
of the Company shall be kept on such method as the Member shall from time to
time determine consistent with generally accepted accounting principles.

     SECTION 8.02. Inspection of Books. The books of the Company shall at all
times be available for inspection and audit by the Member at the Company's
principal place of business during business hours.

                                   ARTICLE IX
                                   DISSOLUTION

     SECTION 9.01. Events of Dissolution. The Company shall be dissolved at such
time as the Member approves, in writing, the termination and dissolution of the
Company. Without limiting the foregoing, neither (i) the death, disability or
bankruptcy of the Member nor (ii) the transfer of an interest in the Company
shall cause the dissolution of the Company. Upon the dissolution of the Company,
the business of the Company shall continue to be governed by this Agreement
until the winding up of the Company occurs.

     SECTION 9.02. Distribution Upon Dissolution. Upon dissolution, after
payment of, or adequate provision for, the debts and obligations of the Company,
the remaining assets of the Company (or the proceeds of sales or other
dispositions in liquidation of the Company's assets) shall be distributed to the
Member. The Company shall terminate when all property has been distributed to
the Member.

                                    ARTICLE X
                               GENERAL PROVISIONS

     SECTION 10.01. Modification. This Agreement may be amended or modified by
the Member.

     SECTION 10.02. Governing Law; Severability. All questions with respect to
the construction of this Agreement shall be determined in accordance with the
applicable provisions of the laws of the State of Delaware. If any provision of
this Agreement, or the application thereof to any person or circumstances,
shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of that provision to other
persons or circumstances shall not be affected, but rather shall be enforced to
the extent permitted by law.


                                      -3-



     SECTION 10.03. Pronouns. Feminine or neuter pronouns shall be substituted
for those of the masculine gender, the plural for the singular and the singular
for the plural, in any place in this Agreement where the context may require
such substitution.

     SECTION 10.04. Titles. The titles of Articles and Sections are included
only for convenience and shall not be construed as a part of this Agreement or
in any respect affecting or modifying its provisions.

                            [Signature Page Follows]


                                       -4-



     IN WITNESS WHEREOF, the undersigned Member has caused this agreement to be
executed as of the ____ day of February, 2004.

                                        PTA RESOURCES, LLC
                                        By: WELLMAN OF MISSISSIPPI, INC., its
                                            sole Member


                                        By:
                                            ------------------------------------
                                            Keith R. Phillips
                                            Vice President and Treasurer

                                            Wellman of Mississippi, Inc.


                                      -5-

EX-4.25

                                                                    Exhibit 4.25

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                            ARTICLES OF INCORPORATION

                                       OF

                           Warehouse Associates, Inc.

                               (File This Form in
                              Duplicate Originals)

                          (Sect. 12-14.3 of 1962 Code)

1.   The name of the proposed corporation is Warehouse Associates, Inc.

2.   The initial registered office of the corporation is Harmon Road, Post
     Office Box 428 located in the city of Hemingway, county of Williamsburg
     and the State of South Carolina and the name of its initial registered
     agent at such address is Fred G. Edwards

3.   The period of duration of the corporation shall be perpetual.

4.   The corporation is authorized to issue shares of stock as follows:



    Class of shares        Authorized No. of each class          Par Value
    ---------------        ----------------------------   ----------------------
                                                    
         Common                       100,000                      $1.00

________________________   ____________________________   ______________________

________________________   ____________________________   ______________________

________________________   ____________________________   ______________________

________________________   ____________________________   ______________________

________________________   ____________________________   ______________________



     IF SHARES ARE DIVIDED INTO TWO OR MORE CLASSES OR IF ANY CLASS OF SHARES IS
DIVIDED INTO SERIES WITHIN A CLASS, THE RELATIVE RIGHTS, PREFERENCES, AND
LIMITATIONS OF THE SHARES OF EACH CLASS, AND OF EACH SERIES WITHIN A CLASS, ARE
AS FOLLOWS:

                                      NONE

5.   Total authorized capital stock One Hundred Thousand Dollars

6.   It is represented that the corporation will not begin business until there
     has been paid into the corporation the minimum consideration for the issue
     of shares, which is $1,000.00 of which at least $500.00 is in cash.

7.   The number of directors constituting the initial board of directors of the
     corporation is two (2), and the names and addresses of the persons who are
     to serve as directors until the first annual meeting of shareholders or
     until their successors be elected and qualify are:


- -------------------------------------   ----------------------------------------
Fred G. Edwards                         Address


- -------------------------------------   ----------------------------------------
Gladys V. Edwards                       Address



8.   The general nature of the business for which the corporation is organized
     is (it is not necessary to set forth in the purposes powers enumerated in
     Section 2.2) (12-12.2 Supplemental Code 1962)

     To own, opearte and lease warehouses and warehouse space; and to do all
     things necessary or incidental thereto.

9.   Provisions which the incorporators elect to include in the articles of
     incorporation are as follows:

     NONE

10.  The name and address of each incorporator is:



      Name        Street & Box No.      City        County           State
      ----        ----------------   ---------   ------------   --------------
                                                    
Fred G. Edwards      Harmon Road     Hemingway   Williamsburg   South Carolina



                                        ----------------------------------------
                                        (Signature of Incorporator)

Date February 16, 1976                  Fred G. Edwards
                                        ----------------------------------------
                                        (Type or Print Name)


                                        ----------------------------------------
                                        (Signature of Incorporator)

                                        ----------------------------------------
                                        (Type or Print Name)


                                        ----------------------------------------
                                        (Signature of Incorporator)

                                        ----------------------------------------
                                        (Type or Print Name)


                                        2



STATE OF SOUTH CAROLINA )

COUNTY OF WILLIAMSBURG  )

     The undersigned Fred G. Edwards does hereby certify that he is the
incorporator of Warehouse Associates, Incrorporation and are authorized to
execute this verification; that each of the undersigned for himself does hereby
further certify that he has read the foregoing document, understands the meaning
and purport of the statements therein contained and the same are true to the
best of his information and belief.


                                        ----------------------------------------
                                        (Signature of Incorporator)
                                        Fred G. Edwards


                                        ----------------------------------------
                                        (Signature of Incorporator)


                                        ----------------------------------------
                                        (Signature of Incorporator)
                                        (Each Incorporator Must Sign)

                             CERTIFICATE OF ATTORNEY

11.  I, Jack J. Wright, an attorney licensed to practice in the State of South
     Carolina, certify that the corporation, to whose articles of incorporation
     this certificate is attached, has complied with the requirements of chapter
     4 of the South Carolina Business Corporation Act of 1962, relating to the
     organization of corporations, and that in my opinion, the corporation is
     organized for a lawful purpose.


Date February 16, 1976
                                        ----------------------------------------
                                        (Signature)

                                        Jack J. Wright
                                        ----------------------------------------
                                        (Type or Print Name)

                                        Address: P.O. Box 1831
                                                 234 West Cheves Street
                                                 Florence, SC 29501

SCHEDULE OF FEES

(Payable at time of filing Articles of With Secretary of State)

                                                
Fee for filing Articles.........................   $    5.00
In addition to the above, $.40 for each
   $1,000.00 of the aggregate value of shares
   which the Corporation is authorized to
   issue but in no case less than...............       40.00
nor more than...................................    1,000.00



NOTE. THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED FOR
     FILING.

EX-4.26

                                                                    Exhibit 4.26

                           WAREHOUSE ASSOCIATES, INC.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of the Corporation
in the State of South Carolina shall be at CT Corporation Systems, 409 E. North
Street in the City of Greenville, County of Greenville. The name of the resident
agent in charge thereof shall be CT Corporation Systems, 409 E. North Street,
Greenville, South Carolina.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of South Carolina
as the Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
South Carolina as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of South Carolina, or such place as shall be fixed by
the Board of Directors, at 11:00 o'clock in the forenoon, local time, on the
third Wednesday in April in each year, if not a legal holiday at the place where
such


                                       -1-



meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of South
Carolina) for the annual meeting. (c) If the election of directors shall not be
held on the day designated herein or the day fixed by the Board, as the case may
be, for any annual meeting, or on the day of any adjourned session thereof, the
Board of Directors shall cause the election to be held at a special meeting as
soon thereafter as conveniently may be. At such special meeting the stockholders
may elect the directors and transact other business with the same force and
effect as at an annual meeting duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or by order
of the Board of Directors and must be called by the Secretary upon the request
in writing of any stockholder holding of record at least twenty-five percent of
the outstanding shares of stock of the Corporation entitled to vote at such
meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b) Notice of any meeting of
stockholders shall not be required to be given to any stockholder who


                                       -2-



shall attend such meeting in person or by proxy or who shall in person or by
attorney thereunto authorized, waive such notice in writing or by telegraph,
cable or any other available method either before or after such meeting. Notice
of any adjourned meeting of the stockholders shall not be required to be given
except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, any Vice President, or any other officer designated by the Board of
Directors, shall act as chairman, and the Secretary or an Assistant Secretary of
the Corporation, or in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall


                                       -3-



be entitled to one vote, in person or by proxy, for each share of capital stock
of the Corporation registered in his name on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

     (b) Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.


                                       -4-



     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint two or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of


                                       -5-



directors they shall be ineligible for election to any office at such meeting.
(d) The stock ledger shall be conclusive evidence as to who are the stockholders
entitled to examine the stock ledger and the list of stockholders required by
this Section 2.09 on the books of the Corporation or to vote in person or by
proxy at any meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than two as from time to time shall be fixed by
the Board of Directors. (b) A director need not be a stockholder. Each director
shall hold office until the annual meeting of the stockholders next following
his election and until his successor shall have been elected and shall qualify,
or until his death, or until he shall resign, or until he shall have been
removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders which each increase is
voted, or at any subsequent annual, regular or special meeting of the Board of
Directors or stockholders.


                                       -6-



     SECTION 3.04. Quorum and Manner of Acting. Except as otherwise provided by
statute or by the Certificate of Incorporation, a majority of the directors at
the time in office shall constitute a quorum for the transaction of business at
any meeting and the affirmative action of a majority of the directors present at
any meeting at which a quorum is present shall be required for the taking of any
action by the Board of Directors. (b) In the event one or more of the directors
shall be disqualified to vote at such meeting, then the required quorum shall be
reduced by one for each such director so disqualified; provided, however, that
in no event shall the quorum as adjusted be less than one third of the total
number of directors. (c) In the absence of a quorum at any meeting of the Board
such meeting need not be held; or a majority of the directors present thereat
or, if no director be present, the Secretary may adjourn such meeting from time
to time until a quorum shall be present. Notice of any adjourned meeting need
not be given.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of South
Carolina as the Board may from time to time determine. The place of meeting
shall be specified or fixed in the respective notices or waivers of notice
thereof, except where otherwise provided by statute, by the Certificate of
Incorporation or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.


                                       -7-



     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the resident or by any two of the
directors. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least four days
before the day on which the meeting is to be held, or shall be sent to him at
his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however if waived by him in writing
or by telegraph, cable or otherwise, whether before or after such meeting shall
be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or, in his absence, a director chosen by a majority of the directors
present shall act as chairman. The Secretary or, in his absence an Assistant
Secretary or, in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of such meeting shall appoint shall act as secretary of
such meeting and keep the minutes thereof.


                                       -8-



     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, any Vice President or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.


                                       -9-



     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two nor more than three members
of the Board of Directors, including the President, and shall designate one of
the members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly


                                      -10-



appointed and qualified. The chairman of the Executive Committee or, in his
absence, a member of the Committee chosen by a majority of the members present
shall preside at meetings of the Executive Committee and the Secretary or an
Assistant Secretary of the Corporation, or such other person as the Executive
Committee shall from time to time determine, shall act as secretary of the
Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of


                                      -11-


Directors, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President may designate one or more directors
as alternate members of any committee who may act in the place and stead of
members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The


                                      -12-



Board of Directors shall have the power to change the members of any committee
at any time, to fill vacancies and to discharge any such committee, either with
or without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and variations in
title to be determined by the Board of Directors), a Treasurer and a Secretary.
In addition, there may be such other or subordinate officers, agents and
employees as may be appointed in accordance with the provisions of Section 6.03.
Any two or more offices may be held by the same person.

     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of


                                      -13-



Section 6.03, shall be elected annually by the Board of Directors and shall hold
office until his successor shall have been duly elected and qualified, or until
his death, or until he shall have resigned or shall have been removed in the
manner herein provided. The Chairman of the Board and the President shall be and
remain directors.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Controller, one or more Assistant Controllers, one or more Assistant Treasurers
and one or more Assistant Secretaries, each of whom shall hold office for such
period, have such authority, and perform such duties as the Board of Directors
or the President may from time to time determine. The Board of Directors may
delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.


                                      -14-



     SECTION 6.07. President. The President shall preside at all meetings of the
Board of Directors. Subject to definition by the Board of Directors, he shall
have general executive powers and such specific powers and duties as from time
to time may be conferred upon or assigned to him by the Board of Directors.

     SECTION 6.08. Vice President. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Executive Committee may
from time to time prescribe or as shall be assigned to him by the President.

     SECTION 6.09. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or the Executive Committee, making
proper vouchers for such disbursements, and shall render to the Board of
Directors or the stockholders, whenever the Board may require him so to do, a
statement of all his transactions as Treasurer or the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors, any committee of the
Board designated by it so to act or the President.

     SECTION 6.10. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation


                                      -15-



under its seal is duly authorized in accordance with the provisions of these
By-Laws; shall keep, or cause to be kept, the list of stockholders as required
by Section 2.09, which include the post-office addresses of the stockholders and
the number of shares held by them, respectively, and shall make or cause to be
made, all proper changes therein, shall see that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed; and, in general, shall perform all duties incident to the office
of Secretary and such other duties as may from time to time be assigned to him
by the Board of Directors, the Executive Committee or the President.

     SECTION 6.11. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under Section 33-13-180 of the South Carolina Business Corporation
Act, as


                                      -16-



from time to time amended. The foregoing right of indemnification shall in no
way be exclusive of any other rights of indemnification to which such director,
officer, employee or agent may be entitled, under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors or the
Executive Committee shall otherwise determine, the President, any Vice President
or the Treasurer, and the Secretary or any Assistant Secretary, may enter into
any contract or execute any contract or other instrument, the execution of which
is not otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors or by any such committee, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or Executive
Committee or other committee designated by the Board to act. Such authority may
be general or confined to specific instances. When so authorized, the officer or
officers thereunto authorized may effect loans and advances at any time for the


                                      -17-



Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
Executive Committee or other committee designated by the Board so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or
Executive Committee or other committee designated by the Board so to act may
from time to time designate, or as may be designated by any officer or officers
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors or Executive Committee or other committee designated by the
Board so to act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation may be endorsed, assigned and
delivered by any officer, agent or employee of the Corporation or in such other
manner as may from time to time be designated or


                                      -18-



determined by resolution of the Board of Directors or Executive Committee or
other committee designated by the Board so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or the
Executive Committee or other committee so designated to act by the Board, the
President or any Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, association
or trust any of whose stock or other securities may be held by the Corporation,
at meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of South Carolina as the Board of
Directors may from time to time determine. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other officer
or agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which


                                      -19-



notices of meetings and all other corporate notices may be served upon or mailed
to him, and if any stockholder shall fail to designate such address, corporate
notices may be served upon him by mail, postage prepaid, to him at his
post-office address last known to the Secretary or to the transfer agent of the
Corporation or by transmitting a notice thereof to him at such address by
telegraph, cable or other available method.

     SECTION 9.03 Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or date in connection
with obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting or any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.


                                      -20-



                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or a Vice President, and the Treasurer or any Assistant Treasurer or
the Secretary or any Assistant Secretary of the Corporation; provided, however,
that where such certificate is signed or countersigned by a transfer agent or
registrar the signatures of such officers of the Corporation and the seal of the
Corporation may be in facsimile form. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers
of the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered such
certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or, officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.


                                      -21-



     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors or Executive Committee shall so
determine, maintain one or more transfer offices or agencies, each in charge of
a transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation shall be directly transferable, and also if and
whenever the Board of Directors shall so determine, maintain one or more by the
Board of Directors, where such shares of stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1976, South Carolina."


                                      -22-



                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be-adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


                                      -23-

EX-4.27

                                                                    Exhibit 4.27

                          CERTIFICATE OF INCORPORATION

                                       OF

                          WELLMAN OF MISSISSIPPI, INC.

     FIRST: The name of the Corporation is WELLMAN OF MISSISSIPPI, Inc.

     SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Laws of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is three thousand (3,000) shares of Common Stock with a
par value of one cent ($.01) per share.

     FIFTH: No Director of the corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that the foregoing clause shall not apply
to any liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the Director derived an improper personal
benefit. This Article shall not eliminate or limit the liability of a Director
for any act or omission occurring prior to the time this Article became
effective.

     SIXTH: The name and mailing address of the Incorporator is as follows:

NAME:                                   MAILING ADDRESS:
Maryellen Williams                      c/o Edwards & Angell
                                        2700 Hospital Trust Tower
                                        Providence, RI 02903



     SEVENTH: The Corporation is to have perpetual existence.

     EIGHTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.

     NINTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the Board of Directors of the Corporation is authorized and
empowered to adopt, alter, amend and repeal the By-laws of the corporation in
any manner not inconsistent with the laws of Delaware.

     TENTH: The Corporation shall indemnify its officers, directors, employees
and agents to the greatest extent permitted by the General Corporation Law of
Delaware.

     ELEVENTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation.

     TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 28th day of March, 1996.


                                        ----------------------------------------
                                        Maryellen Williams

EX-4.28

                                                                    Exhibit 4.28

                          Wellman of Mississippi, Inc.

                                     BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of Wellman of
Mississippi, Inc. (the "Corporation") in the State of Delaware shall be at The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The name of the resident agent at such address is
The Corporation Trust Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office at
such other place or places either within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the Stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the



meeting shall be held at the principal office of the Corporation in the State of
Delaware, or such place as shall be fixed by the Board of Directors, at ten
o'clock in the forenoon, local time, on the third Wednesday in March in each
year, if not a legal holiday at the place where such meeting is to be held, and
if a legal holiday, then on the next succeeding business day not a legal holiday
at the same hour. (b) In respect of the annual meeting for any particular year
the Board of Directors may, by resolution fix a different day, time or place
(either within or without the State of Delaware) for the annual meeting. (c) If
the election of directors shall not be held on the day designated herein or the
day fixed by the Board, as the case may be, for any annual meeting, or on the
day of any adjourned session thereof, the Board of Directors shall cause the
election to be held at a special meeting as soon thereafter as conveniently may
be. At such special meeting the stockholders may elect the directors and
transact other business with the same force and effect as at an annual meeting
duly called and held.

     SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or Chairman
or by order of the Board of Directors and must be called by the Secretary upon
the request in writing of any stockholder holding of record at least twenty-five
percent of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more then fifty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by



telegraph, cable or any other available method. Every such notice shall state
the time and place of the meeting and, in case of a special meeting, shall state
briefly the purposes thereof. (b) Notice of any meeting of stockholders shall
not be required to be given to any stockholder who shall attend such meeting in
person or by proxy or who shall in person or by attorney thereunto authorized,
waive such notice in writing or by telegraph, cable or any other available
method either before or after such meeting. Notice of any adjourned meeting of
the stockholders shall not be required to be given except when expressly
required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, the Chairman, any Vice President, or any other officer designated by
the Board of Directors, shall act as chairman, and the Secretary or an Assistant
Secretary of the Corporation, or in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of such meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.



     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his name
on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the



vote of a majority in interest of the stockholders entitled to vote thereon,
present in person or by proxy, at such meeting, a quorum being present.

     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint one or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.



     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall be ineligible for election to any office at such meeting. (d) The stock
ledger shall be conclusive evidence as to who are the stockholders entitled to
examine the stock ledger and the list of stockholders required by this Section
2.09 on the books of the Corporation or to vote in person or by proxy at any
meeting of stockholders.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not



less than the minimum number allowed under the laws of the State of Delaware nor
more than eleven (11) as from time to time shall be fixed by the Board of
Directors. (b) A director need not be a stockholder. Each director shall hold
office until the annual meeting of the stockholders next following his election
and until his successor shall have been elected and shall qualify, or until his
death, or until he shall resign, or until he shall have been removed in the
manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which such increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.

     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no event shall the quorum as adjusted be less than one third of
the total number of directors. (c) In the absence of a quorum at any meeting of
the Board such meeting need not be held; or a majority of the directors present
thereat or, if no director be present, the Secretary may adjourn such meeting
from time to time



until a quorum shall be present. Notice of any adjourned meeting need not be
given, except as otherwise required by statute or by the Certificate of
Incorporation.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or Chairman or by any
two of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two days before the day on which the meeting is to be held, or



shall be sent to him at his residence or at such place of business by telegraph,
cable or other available means, or shall be delivered personally or by
telephone, not later than one day before the day on which the meeting is to be
held. Each such notice shall state the time and place of the meeting but need
not state the purposes thereof except as otherwise herein expressly provided.
Notice of any such meeting need not be given to any director, however, if waived
by him in writing or by telegraph, cable or otherwise, whether before or after
such meeting shall be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or Chairman or, in their absence, a director chosen by a majority of
the directors present shall act as chairman. The Secretary or, in his absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.

     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board caused by any such removal may be filled by such stockholders at such
meeting in the manner hereinafter provided or, if the stockholders at such
meeting shall fail to fill such vacancy, as in these By-Laws provided.



     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.

     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES



     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two members of the Board of
Directors, including the President or Chairman, and shall designate one of the
members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At any time
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly appointed and
qualified. The chairman of the Executive Committee or, in his absence, a member
of the Committee chosen by a majority of the members present shall preside at
meetings of the Executive Committee and the Secretary or an Assistant Secretary
of the Corporation, or such other person as the Executive Committee shall from
time to time determine, shall act as secretary of the Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.

     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board



of Directors in all cases in which specific directions shall not have been given
by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of Directors, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board



of Directors shall have power to change the members of any committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

     SECTION 4.06. Alternates. The President or Chairman may designate one or
more directors as alternate members of any committee who may act in the place
and stead of members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power to change
the members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.



     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, a Vice President, Treasurer and a Secretary. In addition, there may
be such other or subordinate officers, agents and employees as may be appointed
in accordance with the provisions of Section 6.03. Any two or more offices may
be held by the same person, except that if there are two or more officers of the
Corporation, the office of Secretary shall be held by a person other than the
person holding the office of President.

     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman, a Controller, one or more Assistant Controllers, one or more Assistant
Treasurers and one or more Assistant Secretaries, each of whom shall hold office
for such period, have such authority, and



perform such duties as the Board of Directors, any committee of the Board
designated by it to so act, or the President or Chairman may from time to time
determine. The Board of Directors may delegate to any principal officer the
power to appoint or remove any such subordinate officers, agents or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President or Chairman or the
Secretary of the Corporation. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chairman of the Board. The Chairman of the Board, if any,
shall be a director and shall preside at all meetings of the Board of Directors
and shareholders. Subject to determination by the Board of Directors, the
Chairman shall have general executive powers and such specific powers and duties
as from time to time may be conferred or assigned by the Board of Directors.

     SECTION 6.08. President. Subject to definition by the Board of Directors,
he shall have general executive powers and such specific powers and duties as
from time to time may be


conferred upon or assigned to him by the Board of Directors or any committee of
the Board designated by it to so act. In the absence of the President, the Vice
President shall preside at all meetings of the stockholders.

     SECTION 6.09. Vice President. Each Vice President, if any, shall have such
powers and perform such duties as from time to time may be conferred upon or
assigned to him by the Board of Directors or any committee of the Board
designated by it to so act, or by the President or Chairman. In the absence of
the President or Chairman, a Vice President shall preside at all meetings of the
stockholders.

     SECTION 6.10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman, making proper
vouchers for such disbursements, and shall render to the Board of Directors or
the stockholders, whenever the Board may require him so to do, a statement of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all the duties as from time to
time may be assigned to him by the Board of Directors or any committee of the
Board designated by it so to act, or by the President or Chairman.

     SECTION 6.11. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall



be custodian of all corporate records (other than financial) and of the seal of
the Corporation and see that the seal is affixed to all documents the execution
of which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors or any committee of the Board designated by it so to act, or by the
President or Chairman.

     SECTION 6.12. The Assistant Secretaries. At the request, or in absence or
disability, of the Secretary, the Assistant Secretary, if any, designated by the
Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or any committee of the Board
designated by it so to act, or by the President or Chairman or the Secretary.

     SECTION 6.13. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS



     Each person who at any time is, or shall have been, a director or officer
of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding to the full extent
permitted under subsections (a) through (e) of Section 145 of Title 8 of the
Delaware Code, as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors shall
otherwise determine, the President, the Chairman, any Vice President, the
Treasurer, the Secretary or any Assistant Secretary, may enter into any contract
or execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act,



except as otherwise provided in these By-Laws, may authorize any other or
additional officer or officers or agent or agents of the Corporation, and such
authority may be general or confined to specific instances. Unless authorized so
to do by these By-Laws or by the Board of Directors or by any such committee, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the



Corporation as shall from time to time be determined by resolution of the Board
of Directors or any committee of the Board designated by it so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or any
committee of the Board designated by it so to act may from time to time
designate, or as may be designated by any officer or officers or agent or agents
of the Corporation to whom such power may be delegated by the Board of Directors
or any committee of the Board designated by it so to act and, for the purpose of
such deposit and for the purposes of collection for the account of the
Corporation may be endorsed, assigned and delivered by any officer, agent or
employee of the Corporation or in such other manner as may from time to time be
designated or determined by resolution of the Board of Directors or any
committee of the Board designated by it so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or any
committee of the Board designated by it to so act, the President or Chairman or
any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the



Corporation and under its corporate seal, or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the premises.



                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange or capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such



meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or Chairman or a Vice President, and by the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or countersigned by a
transfer agent or registrar the signatures of such officers of the Corporation
and the seal of the Corporation may be in facsimile form. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such



certificate or whose facsimile signature or signatures shall have been used
thereof had not ceased to be such officer or officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one or more registrar offices
designated by the Board of Directors, where such shares of stock shall be
registered. The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new



certificate may be issued in place thereof, in the manner and upon such terms as
the Board of Directors may prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1996, Delaware."

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole



Board of Directors given at any meeting. No amendment may be made unless the
By-Laws, as amended, is consistent with the requirements of law and of the
Certificate of Incorporation.

EX-4.29

                                                                    Exhibit 4.29

                            CERTIFICATE OF FORMATION

                                       OF

                               WELLMAN RESINS, LLC

          The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

          FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is Wellman Resins, LLC.

          SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
CT Corporation System, 1209 Orange Street, Wilmington, Delaware 19801.

Executed on November 1, 1996.


                                        ----------------------------------------
                                        David K. Duffell, Authorized Person

EX-4.30

                                                                    Exhibit 4.30

                     LIMITED LIABILITY COMPANY AGREEMENT OF
                               WELLMAN RESINS, LLC

                                    ARTICLE I
                            FORMATION AND MEMBERSHIP

     SECTION 1.01. Formation. WELLMAN RESINS, LLC (the "COMPANY") has been
organized as a limited liability company pursuant to the Delaware Limited
Liability Company Act, as amended (the "ACT"). The Act shall govern the rights
and liabilities of the parties hereto except as otherwise expressly stated. The
Company was formed on November 1, 1996.

                                   ARTICLE II
                               OFFICES, NAME, ETC.

     SECTION 2.01. Principal Office. The principal office of the Company shall
be 1040 Broad Street, Suite 302, Shrewsbury, New Jersey 07702 or such other
place as may be determined from time to time by the Member.

     SECTION 2.02. Name. The business of the Company shall be conducted under
the name of "Wellman Resins, LLC" or such other name as the Member may determine
from time to time.

     SECTION 2.03. Term. The term of the Company commenced on the date its
Certificate of Formation was filed with the Secretary of State for the State of
Delaware and shall continue until terminated as hereinafter provided.

     SECTION 2.04. Authorized Persons. The actions of David K. Duffell, Esq.,
who executed the Certificate of Formation of the Company as an Authorized Person
of the Company, are hereby ratified.

     SECTION 2.05. Resident Agent. The name and address of the Company's
resident agent in Delaware shall be c/o The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801. The Member may change the Company's
registered agent from time to time.

     SECTION 2.06. Business Ventures. The Member may engage independently or
with others in other business ventures of every nature and description, and the
Company shall not have any rights in and to such independent ventures or the
income or profits derived therefrom.

                                   ARTICLE III
                               PURPOSES AND POWERS

     SECTION 3.01. Purpose. The Company shall be a limited liability company
organized under the laws of the State of Delaware. Fiber Industries, Inc., a
Delaware corporation, shall be the initial "Member" of the Company. The Company
may engage in any and all lawful acts or activities permitted under the Act.



     SECTION 3.02. Powers. In furtherance of the purposes of the Company as set
forth in SECTION 3.01 and in addition to those powers provided in the Act, the
Company hereby has the additional power and authority to enter into any kind of
activity and to perform and carry out contracts of any kind necessary to, or in
connection with, or incidental to, the accomplishment of the purposes of the
Company, so long as said activities and contracts may be lawfully carried on or
performed by a limited liability company under the Act.

                                   ARTICLE IV
                                     MEMBER

     The Member shall not be liable for the obligations of the Company solely by
reason of being a Member. The Member shall not be required to make any
additional contributions to the capital of the Company.

                                    ARTICLE V
                                   MANAGEMENT

     The powers of the Company shall be exercised exclusively by or under the
exclusive authority of, and the business and affairs of the Company shall be
managed under the exclusive direction and control of, the Manager (or Managers).
The initial Manager is Keith R. Phillips, who shall serve until his resignation,
incapacity or death. A Successor Manager or Managers shall be appointed by the
Member.

                                   ARTICLE VI
                                  DISTRIBUTIONS

     After providing for the payment of any amounts due on any indebtedness of
the Company and providing for a reasonable reserve for the payment of expenses
of the Company, any remaining cash and other assets funds of the Company may be
distributed to the Member.

                                   ARTICLE VII
                                 INDEMNIFICATION

     The Member shall be indemnified in the manner and to the full extent
permitted by the Act. If the Member is threatened to be or is made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is, or
was, a Member, he shall be indemnified against expenses (including attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any such action, suit or proceeding to
the fullest extent permitted. The foregoing right of indemnification shall in no
way be exclusive of any other rights of indemnification to which such Member may
be entitled under any agreement, or otherwise, and shall continue after such
time as he has ceased to be a Member and shall inure to the benefit of his
heirs, executors and administrators.


                                       -2-



                                  ARTICLE VIII
                  FISCAL YEAR, ACCOUNTING, INSPECTION OF BOOKS

     SECTION 8.01. Fiscal Year and Accounting. Except as otherwise determined by
the Member, the fiscal year of the Company shall be the calendar year. The books
of the Company shall be kept on such method as the Member shall from time to
time determine consistent with generally accepted accounting principles.

     SECTION 8.02. Inspection of Books. The books of the Company shall at all
times be available for inspection and audit by the Member at the Company's
principal place of business during business hours.

                                   ARTICLE IX
                                   DISSOLUTION

     SECTION 9.01. Events of Dissolution. The Company shall be dissolved at such
time as the Member approves, in writing, the termination and dissolution of the
Company. Without limiting the foregoing, neither (i) the death, disability or
bankruptcy of the Member nor (ii) the transfer of an interest in the Company
shall cause the dissolution of the Company. Upon the dissolution of the Company,
the business of the Company shall continue to be governed by this Agreement
until the winding up of the Company occurs.

     SECTION 9.02. Distribution Upon Dissolution. Upon dissolution, after
payment of, or adequate provision for, the debts and obligations of the Company,
the remaining assets of the Company (or the proceeds of sales or other
dispositions in liquidation of the Company's assets) shall be distributed to the
Member. The Company shall terminate when all property has been distributed to
the Member.

                                    ARTICLE X
                               GENERAL PROVISIONS

     SECTION 10.01. Modification. This Agreement may be amended or modified by
the Member.

     SECTION 10.02. Governing Law; Severability. All questions with respect to
the construction of this Agreement shall be determined in accordance with the
applicable provisions of the laws of the State of Delaware. If any provision of
this Agreement, or the application thereof to any person or circumstances,
shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of that provision to other
persons or circumstances shall not be affected, but rather shall be enforced to
the extent permitted by law.

     SECTION 10.03. Pronouns. Feminine or neuter pronouns shall be substituted
for those of the masculine gender, the plural for the singular and the singular
for the plural, in any place in this Agreement where the context may require
such substitution.


                                       -3-



     SECTION 10.04. Titles. The titles of Articles and Sections are included
only for convenience and shall not be construed as a part of this Agreement or
in any respect affecting or modifying its provisions.

     IN WITNESS WHEREOF, the undersigned Member has caused this agreement to be
executed as of the 1st day of November, 1996.

                                        WELLMAN RESINS, LLC
                                        By: FIBER INDUSTRIES, INC., its sole
                                            Member


                                        By:
                                            ------------------------------------
                                            Keith R. Phillips
                                            Vice President

                                        Fiber Industries, Inc.


                                       -4-

EX-4.35

                                                                    EXHIBIT 4.35

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

                                  WELLMAN, INC.

                                       AND

                      _________________________, AS TRUSTEE

                                   ----------

                                    INDENTURE

                          DATED AS OF __________, _____

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



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE                         1
   1.1     Definitions                                                        1
   1.2     Other Definitions                                                  5
   1.3     Incorporation by Reference of Trust Indenture Act                  6
   1.4     Rules of Construction                                              6

ARTICLE 2  THE SECURITIES                                                     7
   2.1     Issuable in Series                                                 7
   2.2     Establishment of Terms of Series of Securities                     7
   2.3     Execution and Authentication                                       9
   2.4     Registrar and Paying Agent                                        10
   2.5     Paying Agent To Hold Assets in Trust                              11
   2.6     Securityholder Lists                                              12
   2.7     Transfer and Exchange                                             12
   2.8     Replacement Securities                                            13
   2.9     Outstanding Securities                                            13
   2.10    Treasury Securities                                               14
   2.11    Temporary Securities                                              14
   2.12    Cancellation                                                      14
   2.13    Payment of Interest; Defaulted Interest; Computation of
           Interest                                                          14
   2.14    CUSIP Number                                                      15
   2.15    Provisions for Global Securities                                  15



                                       -i-



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
   2.16    Persons Deemed Owners                                             17

ARTICLE 3  REDEMPTION                                                        17
   3.1     Notices of Trustee                                                17
   3.2     Selection by Trustee of Securities to Be Redeemed                 17
   3.3     Notice of Redemption                                              18
   3.4     Effect of Notice of Redemption                                    18
   3.5     Deposit of Redemption Price                                       19
   3.6     Securities Redeemed in Part                                       19

ARTICLE 4  COVENANTS                                                         19
   4.1     Payment of Securities                                             19
   4.2     SEC Reports                                                       20
   4.3     Waiver of Stay, Extension or Usury Laws                           20
   4.4     Compliance Certificate                                            20
   4.5     Payment of Taxes and Other Claims                                 21
   4.6     Corporate Existence                                               21
   4.7     Maintenance of Properties                                         21

ARTICLE 5  SUCCESSOR CORPORATION                                             22
   5.1     Limitation on Consolidation, Merger and Sale of Assets            22
   5.2     Successor Person Substituted                                      22

ARTICLE 6  DEFAULTS AND REMEDIES                                             23
   6.1     Events of Default                                                 23
   6.2     Acceleration                                                      24



                                      -ii-



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
   6.3     Other Remedies                                                    25
   6.4     Waiver of Past Defaults and Events of Default                     25
   6.5     Control by Majority                                               25
   6.6     Limitation on Suits                                               26
   6.7     Rights of Holders To Receive Payment                              26
   6.8     Collection Suit by Trustee                                        26
   6.9     Trustee May File Proofs of Claim                                  27
   6.10    Priorities                                                        27
   6.11    Undertaking for Costs                                             28

ARTICLE 7  TRUSTEE                                                           28
   7.1     Duties of Trustee                                                 28
   7.2     Rights of Trustee                                                 29
   7.3     Individual Rights of Trustee                                      30
   7.4     Trustee's Disclaimer                                              30
   7.5     Notice of Default                                                 30
   7.6     Reports by Trustee to Holders                                     30
   7.7     Compensation and Indemnity                                        31
   7.8     Replacement of Trustee                                            31
   7.9     Successor Trustee by Consolidation, Merger or Conversion          32
   7.10    Eligibility; Disqualification                                     32
   7.11    Preferential Collection of Claims Against Company                 33
   7.12    Paying Agents                                                     33



                                      -iii-



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 8  AMENDMENTS, SUPPLEMENTS AND WAIVERS                               33
   8.1     Without Consent of Holders                                        33
   8.2     With Consent of Holders                                           34
   8.3     Compliance with Trust Indenture Act                               35
   8.4     Revocation and Effect of Consents                                 35
   8.5     Notation on or Exchange of Securities                             36
   8.6     Trustee to Sign Amendments, Etc                                   36

ARTICLE 9  DISCHARGE OF INDENTURE; DEFEASANCE                                36
   9.1     Discharge of Indenture                                            36
   9.2     Legal Defeasance                                                  37
   9.3     Covenant Defeasance                                               38
   9.4     Conditions to Legal Defeasance or Covenant Defeasance             38
   9.5     Deposited Money and U.S. and Foreign Government Obligations to
           be Held in Trust; Other Miscellaneous Provisions                  40
   9.6     Reinstatement                                                     40
   9.7     Moneys Held by Paying Agent                                       40
   9.8     Moneys Held by Trustee                                            41

ARTICLE 10 MISCELLANEOUS                                                     41
   10.1    Trust Indenture Act Controls                                      41
   10.2    Notices                                                           41
   10.3    Communications by Holders with Other Holders                      43
   10.4    Certificate and Opinion as to Conditions Precedent                43



                                      -iv-



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
   10.5    Statement Required in Certificate and Opinion                     43
   10.6    Rules by Trustee and Agents                                       44
   10.7    Business Days; Legal Holidays                                     44
   10.8    Governing Law                                                     44
   10.9    No Adverse Interpretation of Other Agreements                     44
   10.10   No Recourse Against Others                                        44
   10.11   Successors and Assigns                                            45
   10.12   Multiple Counterparts                                             45
   10.13   Table of Contents, Headings, Etc                                  45
   10.14   Separabilty                                                       45
   10.15   Securities in a Foreign Currency or in Euro                       45
   10.16   Judgment Currency                                                 46



                                       -v-



                              CROSS-REFERENCE TABLE



TIA SECTION                                                    INDENTURE SECTION
- -----------                                                    -----------------
                                                            
310(a)(1)                                                       7.10
(a)(2)                                                          7.10
(a)(3)                                                          N/A
(a)(4)                                                          N/A
(a)(5)                                                          7.10
(b)                                                             7.8; 7.10; 10.2
(b)(1)                                                          7.10
(b)(9)                                                          7.10
(c)                                                             N/A
311(a)                                                          7.11
(b)                                                             7.11
(c)                                                             N/A
312(a)                                                          2.6
(b)                                                             10.3
(c)                                                             10.3
313(a)                                                          7.6
(b)(1)                                                          7.6
(b)(2)                                                          7.6
(c)                                                             7.6; 10.2
(d)                                                             7.6
314(a)                                                          4.2; 4.4; 10.2
(b)                                                             N/A
(c)(1)                                                          10.4; 10.5
(c)(2)                                                          10.4; 10.5
(c)(3)                                                          N/A
(d)                                                             N/A
(e)                                                             10.5
(f)                                                             N/A
315(a)                                                          7.1, 7.2
(b)                                                             7.5; 10.2
(c)                                                             7.1
(d)                                                             6.5; 7.1; 7.2
(e)                                                             6.11
316(a)(last sentence)                                           2.10
(a)(1)(A)                                                       6.5
(a)(1)(B)                                                       6.4
(a)(2)                                                          8.2
(b)                                                             6.7
(c)                                                             8.4
317(a)(1)                                                       6.8
(a)(2)                                                          6.9
(b)                                                             2.5; 7.12
318(a)                                                          10.1


- ----------
N/A means not applicable

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


                                      -vi-


     INDENTURE, dated as of ________, 200__, by and between Wellman, Inc., a
Delaware corporation, as Issuer (the "Company"), and ___________, a ___________
organized under the laws of ___________, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

     All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Securities issued under this
Indenture:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.1 DEFINITIONS.

     "Affiliate" of any specified Person means any other Person which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such specified Person. For the 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, means 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.

     "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

     "Board of Directors" means the Board of Directors of the Company or any
committee authorized to act therefor.

     "Board Resolution" means a copy of a resolution certified pursuant to an
Officers' Certificate to have been duly adopted by the Board of Directors of the
Company and to be in full force and effect on the date of such certification,
and delivered to the Trustee.



     "Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of capital stock, partnership interests
or any other participation, right or other interest in the nature of an equity
interest in such Person or any option, warrant or other security convertible
into any of the foregoing.

     "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture, and thereafter means the successor and any other primary obligor on
the Securities.

     "Company Order" means a written order signed in the name of the Company by
two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

     "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer, its Chief Accounting Officer or its Treasurer and
attested to by the Secretary or any Assistant Secretary of the Company.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.

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

     "Depositary" means, with respect to the Securities of any Series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary for such Series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
such Persons.

     "Dollars" means the official currency of the United States of America.

     "Euro" means the official currency of the European Union.

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

     "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

     "Foreign Government Obligations" means with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of the
government that issued or caused to be issued such currency for the payment of
which obligations its full faith and credit is pledged or (ii) obligations of a
person controlled or supervised by or acting as an agency or instrumentality of
such government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof.


                                       -2-



     "GAAP" means generally accepted accounting principles as in effect in the
United States and adopted by the Company from time to time.

     "Global Security" or "Global Securities" means a Security or Securities, as
the case may be, in the form established pursuant to Section 2.2, evidencing all
or part of a Series of Securities issued to the Depositary for such Series or
its nominee, registered in the name of such Depositary or nominee, and bearing
the legend set forth in Section 2.15(c) (or such legend as may be specified as
contemplated by Section 2.2 for such Securities).

     "Holder" or "Securityholder" means the Person in whose name a Security is
registered on the Registrar's books.

     "Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

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

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on Securities of any Series.

     "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

     "Maturity Date" when used with respect to any Security or installment of
principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect payment or otherwise.

     "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, the Secretary or the Assistant Secretary of the Company or any other
officer designated by the Board of Directors, as the case may be.


                                       -3-



     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President or any Vice President, and
the Chief Financial Officer or any Treasurer of such Person that shall comply
with applicable provisions of this Indenture.

     "Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee.

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

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

     "Responsible Officer" when used with respect to the Trustee, means any
officer or officers within the corporate trust department 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 who are responsible for compliance with the obligations of the
Trustee as set forth in this Indenture and also means, with respect to a
particular corporate trust matter or obligation required of the Trustee as set
forth in this Indenture, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

     "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

     "Securities" means the securities that are issued under this Indenture, as
amended or supplemented from time to time pursuant to this Indenture.

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

     "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.1 or 2.2
hereof.

     "Significant Subsidiary" means (i) any direct or indirect Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

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


                                       -4-



specified in the instrument governing such Indebtedness as the fixed date on
which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

     "Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, (i) in the case of a corporation, of which more
than 50% of the total voting power of the Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors
thereof is held, directly or indirectly by such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its
Subsidiaries has the power to direct or cause the direction of the management
and policies of such entity by contract or otherwise or if in accordance with
GAAP such entity is consolidated with such Person for financial statement
purposes.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

     "Trustee" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture and thereafter means the successor.

     "U.S. Government Obligations" means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

1.2 OTHER DEFINITIONS.

     The definitions of the following terms may be found in the sections
indicated as follows:



                                                                      DEFINED IN
TERM                                                                    SECTION
- ----                                                                  ----------
                                                                   
"Bankruptcy Law"...................................................       6.1
"Business Day".....................................................      10.7
"Covenant Defeasance"..............................................       9.3
"Custodian"........................................................       6.1
"Event of Default".................................................       6.1
"Journal"..........................................................      10.15
"Judgment Currency"................................................      10.16
"Legal Defeasance".................................................       9.2
"Legal Holiday"....................................................      10.7
"Market Exchange Rate".............................................      10.15
"New York Banking Day".............................................      10.16
"Paying Agent".....................................................       2.4
"Registrar"........................................................       2.4
"Required Currency"................................................      10.16
"Service Agent"....................................................       2.4



                                       -5-



1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the portion of
such provision required to be incorporated herein in order for this Indenture to
be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture securityholder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

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

     "obligor on the indenture securities" means the Company or any other
obligor on the Securities.

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

1.4 RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

          (1) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

          (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) words used herein implying any gender shall apply to each gender;
     and

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


                                       -6-



                                    ARTICLE 2
                                 THE SECURITIES

2.1 ISSUABLE IN SERIES.

     The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

     At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(25)) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in each
case, pursuant to authority granted under a Board Resolution:

          (1) the title of the Series (which shall distinguish the Securities of
     that particular Series from the Securities of any other Series);

          (2) the price or prices (expressed as a percentage of the principal
     amount thereof) at which the Securities of the Series will be issued;

          (3) any limit upon the aggregate principal amount of the Securities of
     the Series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);

          (4) the date or dates on which the principal of the Securities of the
     Series is payable;

          (5) the rate or rates (which may be fixed or variable) per annum or,
     if applicable, the method used to determine such rate or rates (including,
     but not limited to, any commodity, commodity index, stock exchange index or
     financial index) at which the Securities of the Series shall bear interest,
     if any, the date or dates from which such interest, if any, shall accrue,
     the date or dates on which such interest, if any, shall commence and be
     payable and any regular record date for the interest payable on any
     Interest Payment Date;


                                       -7-



          (6) the place or places where the principal of and interest and
     premium, if any, on the Securities of the Series shall be payable, or the
     method of such payment, if by wire transfer, mail or other means;

          (7) if applicable, the period or periods within which, the price or
     prices at which and the terms and conditions upon which the Securities of
     the Series may be redeemed, in whole or in part, at the option of the
     Company;

          (8) the obligation, if any, of the Company to redeem or purchase the
     Securities of the Series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of the Series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (9) the dates, if any, on which and the price or prices at which the
     Securities of the Series will be repurchased by the Company at the option
     of the Holders thereof and other detailed terms and provisions of such
     repurchase obligations;

          (10) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which the Securities of the Series shall be
     issuable;

          (11) the forms of the Securities of the Series in bearer or fully
     registered form (and, if in fully registered form, whether the Securities
     will be issuable as Global Securities);

          (12) if other than the principal amount thereof, the portion of the
     principal amount of the Securities of the Series that shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     6.2;

          (13) the currency of denomination of the Securities of the Series,
     which may be Dollars or any Foreign Currency, including, but not limited
     to, the Euro, and if such currency of denomination is a composite currency
     other than the Euro, the agency or organization, if any, responsible for
     overseeing such composite currency;

          (14) the designation of the currency, currencies or currency units in
     which payment of the principal of and interest and premium, if any, on the
     Securities of the Series will be made;

          (15) if payments of principal of, interest or premium, if any, on the
     Securities of the Series are to be made in one or more currencies or
     currency units other than that or those in which such Securities are
     denominated, the manner in which the exchange rate with respect to such
     payments will be determined;

          (16) the manner in which the amounts of payment of principal of and
     interest and premium, if any, on the Securities of the Series will be
     determined, if such amounts may be determined by reference to an index
     based on a currency or currencies or by reference to a commodity, commodity
     index, stock exchange index or financial index;


                                       -8-



          (17) the provisions, if any, relating to any security provided for the
     Securities of the Series;

          (18) any addition to or change in the Events of Default (including,
     without limitation, any amounts of moneys or time which remain unspecified
     under clauses (3), (4), (5) or (7) of Section 6.1) which applies to any
     Securities of the Series and any change in the right of the Trustee or the
     requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 6.2;

          (19) any addition to or change in the covenants set forth in Articles
     4 or 5 which applies to Securities of the Series;

          (20) any depositories, interest rate calculation agents, exchange rate
     calculation agents or other agents with respect to Securities of such
     Series if other than those appointed herein;

          (21) the terms and conditions, if any, upon which the Securities and
     any guarantees thereof shall be subordinated in right of payment to other
     indebtedness of the Company or any guarantor;

          (22) the form and terms of any guarantee of the Securities;

          (23) if applicable, that the Securities of the Series, in whole or any
     specified part, shall be defeasible pursuant to Article 9;

          (24) if applicable, that the Securities of the Series, in whole or any
     specified part, shall be convertible into equity securities of the Company;
     and

          (25) any other terms of the Securities of the Series (which terms
     shall not be inconsistent with the provisions of this Indenture, except as
     permitted by Section 8.1, but which may modify or delete any provision of
     this Indenture insofar as it applies to such Series).

     All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

2.3 EXECUTION AND AUTHENTICATION.

     The Securities shall be executed on behalf of the Company by two Officers
of the Company or an Officer and an Assistant Secretary of the Company. Each
such signature may be either


                                       -9-



manual or facsimile. The Company's seal may be impressed, affixed, imprinted or
reproduced on the Securities and may be in facsimile form.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid. A Security shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

     The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

     The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officers' Certificate complying with Section 10.4,
and (c) an Opinion of Counsel complying with Section 10.4.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by
instrument signed by an authorized officer of the Trustee, a copy of which shall
be furnished to the Company. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate of the
Company.

2.4 REGISTRAR AND PAYING AGENT.


                                      -10-



     The Company shall maintain an office or employ one or more agents where
Securities of any Series may be presented for registration of transfer or for
exchange ("Registrar"). At least one Registrar shall maintain an office or
agency located in the Borough of Manhattan, City of New York, State of New York
where Securities may be presented for payment ("Paying Agent"), and an office or
agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served ("Service Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. 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 to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee as set forth in
Section 10.2. Neither the Company nor any Affiliate of the Company may act as
Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar
without notice to any Securityholder.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

     The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company.

2.5 PAYING AGENT TO HOLD ASSETS IN TRUST.

     The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have


                                      -11-



been delivered by the Company to the Paying Agent, the Paying Agent shall have
no further liability for such assets.

2.6 SECURITYHOLDER 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
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related 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 Securityholders of each Series
of Securities.

2.7 TRANSFER AND EXCHANGE.

     When Securities of a Series are presented to the Registrar with a request
to register the transfer thereof, the Registrar shall register the transfer as
requested, and when such Securities of a Series are presented to the Registrar
with a request to exchange them for an equal principal amount of other
authorized denominations of Securities of the same Series, the Registrar shall
make the exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4 hereof, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request.

     Notwithstanding any other provision of this Section 2.7, unless and until
it is exchanged in whole or in part for definitive Securities, a Global Security
may not be transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

     If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the date the Company is so informed in writing or
becomes aware of the same, or (ii) a Default or an Event of Default has occurred
and is continuing, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the Company
will promptly execute and deliver to the Trustee), will authenticate and deliver
definitive Securities, without charge, in an aggregate principal amount equal to
the principal amount of the outstanding Global Securities, in exchange for and
upon surrender of all such Global Securities.

     In any exchange provided for in the preceding paragraph, the Company will
execute and the Trustee will authenticate and deliver definitive Securities in
the authorized denominations provided by Section 2.3.

     Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities


                                      -12-



pursuant to this Section 2.7 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.

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

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Registrar or a
co-Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

     Any exchange or transfer shall be without charge, except that the Company
may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6
or 8.5 hereof. The Trustee shall not be required to register transfers of
Securities of any Series or to exchange Securities of any Series for a period of
15 days before selection for redemption of such Securities. The Trustee shall
not be required to exchange or register transfers of Securities of any Series
called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.

2.8 REPLACEMENT SECURITIES.

     If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security presents evidence to the satisfaction of the Company and the Trustee
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of the
same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the reasonable judgment of the Company or
the Trustee, as the case may be, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security, including the fees and expenses of counsel. Every
replacement Security shall constitute an additional obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionally with any and all other Securities of that
Series duly issued hereunder.

2.9 OUTSTANDING SECURITIES.

     Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section 2.9 as not outstanding.


                                      -13-



     If a Security is replaced pursuant to Section 2.8 (other than a mutilated
Security surrendered for replacement), it ceases to be outstanding until the
Company and the Trustee receive proof satisfactory to each of them that the
replaced Security is held by a bona fide purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.8.

     If a Paying Agent holds on a Redemption Date or Maturity Date of a Series
of Securities money sufficient to pay the principal of, premium, if any, and
accrued interest on Securities payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.

     Subject to Section 2.10, a Security does not cease to be outstanding solely
because the Company or an Affiliate holds the Security.

2.10 TREASURY SECURITIES.

     In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

2.11 TEMPORARY SECURITIES.

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form, and shall carry all rights, of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities presented to it.

2.12 CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.12.

2.13 PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.


                                      -14-


     Except as otherwise provided as contemplated by Section 2.2 with respect to
any Series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security is registered at the close of business
on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

     With respect to any Holder with an aggregate principal amount of Securities
of any Series in an amount in excess of $10,000,000, upon receipt by the Trustee
of a written request from such Holder, payments of interest with respect to such
Securities shall be made to such Holder by wire transfer of immediately
available funds. Each other Holder shall receive payments of interest by check
or by transfer to an account maintained by such Holder in the United States.

     If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.

     Except as otherwise specified as contemplated by Section 2.2 for Securities
of any Series, interest on the Securities of each Series shall be computed on
the basis of a 360-day year of twelve 30-day months.

2.14 CUSIP NUMBER.

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

2.15 PROVISIONS FOR GLOBAL SECURITIES.

          (a) A Board Resolution, a supplemental indenture hereto or an
     Officers' Certificate shall establish whether the Securities of a Series
     shall be issued in whole or in part in the form of one or more Global
     Securities and the Depositary for such Global Securities or Securities.

          (b) Notwithstanding any provisions to the contrary contained in
     Section 2.7 of the Indenture and in addition thereto, any Global Security
     shall be exchangeable pursuant to Section 2.7 of the Indenture for
     Securities registered in the names of Holders other than the Depositary for
     such Security or its nominee only if (i) such Depositary notifies the


                                      -15-



     Company that it is unwilling or unable to continue as Depositary for such
     Global Security or if at any time such Depositary ceases to be a clearing
     agency registered under the Exchange Act, and, in either case, the Company
     fails to appoint a successor Depositary within 90 days after such event,
     (ii) the Company executes and delivers to the Trustee an Officers'
     Certificate to the effect that such Global Security shall be so
     exchangeable or (iii) a Default or an Event of Default with respect to the
     Securities represented by such Global Security shall have occurred and be
     continuing. Any Global Security that is exchangeable pursuant to the
     preceding sentence shall be exchangeable for Securities registered in such
     names as the Depositary shall direct in writing in an aggregate principal
     amount equal to the principal amount of the Global Security with like tenor
     and terms.

          Except as provided in this Section 2.15(b), a Global Security may not
     be transferred except as a whole by the Depositary with respect to such
     Global Security to a nominee of such Depositary, by a nominee of such
     Depositary to such Depositary or another nominee of such Depositary or by
     the Depositary or any such nominee to a successor Depositary or a nominee
     of such a successor Depositary.

          (c) Any Global Security issued hereunder shall bear a legend in
     substantially the following form:

               "This Security is a Global Security within the meaning of the
               Indenture hereinafter referred to and is registered in the name
               of the Depositary or a nominee of the Depositary. This Security
               is exchangeable for Securities registered in the name of a person
               other than the Depositary or its nominee only in the limited
               circumstances described in the Indenture, and may not be
               transferred except as a whole by the Depositary to a nominee of
               the Depositary, by a nominee of the Depositary to the Depositary
               or another nominee of the Depositary or by the Depositary or any
               such nominee to a successor Depositary or a nominee of such a
               successor Depositary."

          (d) The Depositary, as a Holder, may appoint agents and otherwise
     authorize participants to give or take any request, demand, authorization,
     direction, notice, consent, waiver or other action which a Holder is
     entitled to give or take under the Indenture.

          (e) Notwithstanding the other provisions of this Indenture, unless
     otherwise specified as contemplated by Section 2.2, payment of the
     principal of and interest and premium, if any, on any Global Security shall
     be made to the Depositary or its nominee in its capacity as the Holder
     thereof.

          (f) Except as provided in Section 2.15(e), the Company, the Trustee
     and any Agent shall treat a person as the Holder of such principal amount
     of outstanding Securities of any Series represented by a Global Security as
     shall be specified in a written statement of the Depositary (which may be
     in the form of a participants' list for such Series) with respect to such
     Global Security, for purposes of obtaining any consents, declarations,
     waivers or directions required to be given by the Holders pursuant to this
     Indenture.


                                      -16-



2.16 PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee, the Registrar and any agent of the Company, the Registrar
or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and any premium and (subject to Section 2.13) any interest on such Security and
for all other purposes whatsoever, and neither the Company, the Trustee, the
Registrar nor any agent of the Company, the Registrar or the Trustee shall be
affected by notice to the contrary.

                                    ARTICLE 3
                                   REDEMPTION

3.1 NOTICES OF TRUSTEE.

     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or the
related Board Resolution, supplemental indenture or Officers' Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 35 days (unless a
shorter notice shall be satisfactory to the Trustee) but not more than 60 days
before the Redemption Date. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

3.2 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     Unless otherwise indicated for a particular Series of Securities by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if fewer than
all of the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of a Series to be redeemed pro rata, by lot or by any other
method that the Trustee considers fair and appropriate and, if such Securities
are listed on any securities exchange, by a method that complies with the
requirements of such exchange.

     The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities of a Series in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions of the
principal of Securities of a Series that have denominations larger than $1,000.
Securities of a Series and portions of them it selects shall be in amounts of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2(10), the minimum principal denomination
for each Series and integral multiples thereof. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.


                                      -17-



3.3 NOTICE OF REDEMPTION.

     Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, at least 30 days, and
no more than 60 days, before a Redemption Date, the Company shall mail, or cause
to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

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

          (1) the Redemption Date;

          (2) the redemption price;

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

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

          (5) that Securities of a Series called for redemption must be
     surrendered to the Paying Agent to collect the redemption price, and the
     place or places where each such Security is to be surrendered for such
     payment;

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

          (7) if fewer than all the Securities of a Series are to be redeemed,
     the identification of the particular Securities of a Series (or portion
     thereof) to be redeemed, as well as the aggregate principal amount of
     Securities of a Series to be redeemed and the aggregate principal amount of
     Securities of a Series to be outstanding after such partial redemption.

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

3.4 EFFECT OF NOTICE OF REDEMPTION.

     Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
(but not including) the Redemption Date. Upon surrender to the Trustee or Paying
Agent, such Securities of a Series shall be paid at the redemption price,


                                      -18-



plus accrued interest, if any, to (but not including) the Redemption Date,
provided that if the Redemption Date is after a regular interest payment record
date and on or prior to the next Interest Payment Date, the accrued interest
shall be payable to the Holder of the redeemed Securities registered on the
relevant record date, as specified by the Company in the notice to the Trustee
pursuant to Section 3.1 hereof.

3.5 DEPOSIT OF REDEMPTION PRICE.

     On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.

     On and after any Redemption Date, if money sufficient to pay the redemption
price of and accrued interest on Securities called for redemption shall have
been made available in accordance with the preceding paragraph and the Company
and the Paying Agent are not prohibited from paying such moneys to Holders, the
Securities called for redemption will cease to accrue interest and the only
right of the Holders of such Securities will be to receive payment of the
redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

3.6 SECURITIES REDEEMED IN PART.

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

                                    ARTICLE 4
                                    COVENANTS

4.1 PAYMENT OF SECURITIES.

     The Company shall pay the principal of and interest and premium, if any, on
each Series of Securities on the dates and in the manner provided in such
Securities and this Indenture.

     An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

     The Company shall pay interest on overdue principal, and overdue interest,
to the extent lawful, at the rate specified in the Series of Securities.


                                      -19-



4.2 SEC REPORTS.

     The Company will deliver to the Trustee and, upon written request, to the
Holders of Securities within 15 days after the filing of the same with the SEC,
copies of the quarterly and annual report and of the information documents and
other reports, if any, which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will file with the SEC, to the extent
permitted, and provide the Trustee, Holders of each Series of Securities and
prospective holders of each Series of Securities with such quarterly and annual
reports and such information, documents and other reports specified in Section
13 and 15(d) of the Exchange Act. The Company will also comply with the other
provisions of TIA Section 314(a).

4.3 WAIVER OF STAY, EXTENSION OR USURY LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead (as a defense or otherwise) or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
law, usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, and/or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

4.4 COMPLIANCE CERTIFICATE.

          (a) The Company shall deliver to the Trustee, within 90 days after the
     end of each fiscal year of the Company, a certificate of the Company which
     complies with TIA Section 314(a)(4) stating that a review of the activities
     of the Company and its Subsidiaries during such fiscal year has been made
     under the supervision of the signing Officer or Officers with a view to
     determining whether each 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
     each 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 hereof (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 each is taking or proposes to take with respect thereto) and
     that to the best of his or her knowledge no event has occurred and remains
     in existence by reason of which payments on account of the principal of or
     interest or premium, if any, on the Securities is prohibited or if such
     event has occurred, a description of the event and what action each is
     taking or proposes to take with respect thereto.


                                      -20-



          (b) (i) If any Default or Event of Default has occurred and is
     continuing or (ii) if any Holder seeks to exercise any remedy hereunder
     with respect to a claimed Default under this Indenture or the Securities,
     the Company shall deliver to the Trustee an Officers' Certificate
     specifying such event, notice or other action within five Business Days of
     its becoming aware of such occurrence and what action the Company is taking
     or proposes to take with respect thereto.

4.5 PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant Subsidiaries and (ii)
all lawful claims for labor, materials and supplies that, if unpaid, might by
law become a Lien upon the property of it or any of its Significant
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.

4.6 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 its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Significant 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 Significant
Subsidiaries, if the Board of Directors shall in good faith determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Significant Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

4.7 MAINTENANCE OF PROPERTIES.

     The Company will cause all material properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the good faith
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 4.7 shall prevent the Company
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the good faith determination of the Board of
Directors, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.


                                      -21-



                                    ARTICLE 5
                              SUCCESSOR CORPORATION

5.1 LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

          (a) The Company will not, in any transaction or series of
     transactions, merge or consolidate with or into, or sell, assign, convey,
     transfer, lease or otherwise dispose of all or substantially all of its
     properties and assets (as an entirety or substantially as an entirety in
     one transaction or a series of related transactions), to any Person or
     Persons, and the Company will not permit any of its Significant
     Subsidiaries to enter into any such transaction or series of transactions
     if such transaction or series of transactions, in the aggregate, would
     result in a sale, assignment, conveyance, transfer, lease or other
     disposition of all or substantially all of the properties and assets of the
     Company or the Company and its Significant Subsidiaries, taken as a whole,
     to any other Person or Persons, unless at the time of and after giving
     effect thereto (i) either (A) if the transaction or series of transactions
     is a merger or consolidation, the Company shall be the surviving Person of
     such merger or consolidation, or (B) the Person formed by such
     consolidation or into which the Company or such Significant Subsidiary is
     merged or to which the properties and assets of the Company or such
     Significant Subsidiary, as the case may be, are transferred (any such
     surviving person or transferee Person being the "Surviving Entity") shall
     be a corporation organized and existing under the laws of the United States
     of America, any state thereof or the District of Columbia and shall
     expressly assume by a supplemental indenture executed and delivered to the
     Trustee, in form reasonably satisfactory to the Trustee, all the
     obligations of the Company (including, without limitation, the obligation
     to pay the principal of, and premium and interest, if any, on the
     Securities and the performance of the other covenants) under the Securities
     of each Series and this Indenture, and in each case, this Indenture shall
     remain in full force and effect; and (ii) immediately before and
     immediately after giving effect to such transaction or series of
     transactions on a pro forma basis (including, without limitation, any
     Indebtedness incurred or anticipated to be incurred in connection with or
     in respect of such transaction or series of transactions), no Default or
     Event of Default shall have occurred and be continuing.

          (b) In connection with any consolidation, merger or transfer of assets
     contemplated by this Section 5.1, the Company shall deliver, or cause to be
     delivered, to the Trustee, in form and substance reasonably satisfactory to
     the Trustee, an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger or transfer and the supplemental
     indenture in respect thereto comply with this Section 5.1 and that all
     conditions precedent herein provided for relating to such transaction or
     transactions have been complied with.

5.2 SUCCESSOR PERSON SUBSTITUTED.

      Upon any consolidation or merger, or any transfer of all or substantially
all of the assets of the Company or any Significant Subsidiary in accordance
with Section 5.1 above, the successor corporation formed by such consolidation
or into which the Company is merged or to which such transfer is made shall
succeed to, and be substituted for, and may exercise every right and power


                                      -22-



of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter (except with
respect to any such transfer which is a lease) the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture and the
Securities.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

6.1 EVENTS OF DEFAULT.

     "Events of Default," wherever used herein with respect to Securities of any
Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers' Certificate, it is provided that
such Series shall not have the benefit of said Event of Default:

          (1) there is a default in the payment of any principal of, or premium,
     if any, on the Securities when the same becomes due and payable at
     maturity, upon acceleration, redemption or otherwise;

          (2) there is a default in the payment of any interest on any Security
     of a Series when the same becomes due and payable and the Default continues
     for a period of 30 days;

          (3) the Company defaults in the observance or performance of any other
     covenant in the Securities of a Series or this Indenture for a number of
     days (such number to be set forth in the applicable establishing Board
     Resolution, supplemental indenture or Officers' Certificate) after valid
     written notice from the Trustee or the Holders of not less than 25% in the
     aggregate principal amount of the Securities of such Series then
     outstanding specifying the default;

          (4) there is a default or are defaults under one or more agreements,
     instruments, mortgages, bonds, debentures or other evidences of
     Indebtedness under which the Company or any Significant Subsidiary of the
     Company then has outstanding Indebtedness in excess of an amount (such
     amount to be set forth in the applicable establishing Board Resolution,
     supplemental indenture or Officers' Certificate), individually or in the
     aggregate, and either (a) such Indebtedness is already due and payable in
     full or (b) such default or defaults have resulted in the acceleration of
     the maturity of such Indebtedness;

          (5) a court of competent jurisdiction enters a final judgment or
     judgments which can no longer be appealed for the payment of money in
     excess of an amount (such amount to be set forth in the applicable
     establishing Board Resolution, supplemental indenture or Officers'
     Certificate) against the Company or any Significant Subsidiary and such
     judgment remains undischarged for such period of consecutive days as may be
     specified in the applicable establishing Board Resolution, supplemental
     indenture or Officers' Certificate, during which a stay of enforcement of
     such judgment shall not be in effect;


                                      -23-



          (6) the Company or any Significant Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law:

               (A) commences a voluntary case,

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

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

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

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

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

               (A) is for relief against the Company or any Significant
          Subsidiary in an involuntary case;

               (B) appoints a Custodian of the Company or any Significant
          Subsidiary or for all or substantially all of the property of the
          Company or any Significant Subsidiary; or

               (C) orders the liquidation of the Company or any Significant
          Subsidiary, and in each such case the order or decree remains unstayed
          and in effect for a period of time to be specified in the applicable
          establishing Board Resolution, supplemental indenture or Officers'
          Certificate; or

          (8) any other Event of Default provided with respect to Securities of
     that Series, which is specified in a Board Resolution, a supplemental
     indenture hereto or an Officers' Certificate, in accordance with Section
     2.2(18).

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

     The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.

6.2 ACCELERATION.

     If an Event of Default with respect to Securities of any Series at the time
outstanding (other than an Event of Default arising under Section 6.1(6) or (7))
occurs and is continuing, the Trustee by written notice to the Company, or the
Holders of not less than 25% in aggregate principal amount of the Securities of
that Series then outstanding may by a valid written notice to


                                      -24-



the Company and the Trustee specifying the default declare that the entire
principal amount of all the Securities of that Series then outstanding plus
accrued and unpaid interest to the date of acceleration are immediately due and
payable, in which case such amounts shall become immediately due and payable;
provided, however, that after such acceleration but before a judgment or decree
based on such acceleration is obtained by the Trustee, the Holders of a majority
in aggregate principal amount of the outstanding Securities of that Series may
rescind and annul such acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of accelerated principal, premium,
if any, or interest that has become due solely because of the acceleration, have
been cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid and
(iii) if the rescission would not conflict with any judgment or decree. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto. In case an Event of Default specified in Section 6.1(6) or (7) with
respect to the Company occurs, such principal, premium, if any, and interest
amount with respect to all of the Securities of that Series shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that Series.

6.3 OTHER REMEDIES.

     If an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

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

6.4 WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

     Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in
principal amount of the Securities of any Series then outstanding have the right
to waive any existing Default or Event of Default with respect to such Series or
compliance with any provision of this Indenture (with respect to such Series) or
the Securities of such Series. Upon any such waiver, such Default with respect
to such Series shall cease to exist, and any Event of Default with respect to
such Series 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 Event of Default or impair any right consequent thereto.

6.5 CONTROL BY MAJORITY.


                                      -25-



     The Holders of a majority in principal amount of the Securities of any
Series then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture with respect to such Series.
The Trustee, however, may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines may be unduly prejudicial to
the rights of another Securityholder or that may involve the Trustee in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

6.6 LIMITATION ON SUITS.

     Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

          (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default with respect to the Securities of that Series;

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

          (3) such Holder or Holders offer to the Trustee indemnity reasonably
     satisfactory to the Trustee against any loss, liability or expense to be
     incurred in compliance with such request;

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

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     aggregate principal amount of the Securities of such Series then
     outstanding.

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

6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

6.8 COLLECTION SUIT BY TRUSTEE.

     If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding


                                      -26-



occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company (or any other obligor on the
Securities of that Series) for the whole amount of unpaid principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate then borne by the Securities
of that Series, and such further amounts 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.

6.9 TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.7
hereof.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of a Series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.

6.10 PRIORITIES.

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

     FIRST: to the Trustee for amounts due under Section 7.7 hereof;

     SECOND: to Securityholders for amounts then due and unpaid for principal,
premium, if any, and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; and

     THIRD: to the Company.


                                      -27-



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

6.11 UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
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 pursuant to Section
6.7 hereof or a suit by Holders of more than 10% in principal amount of the
Securities of a Series then outstanding.

                                    ARTICLE 7
                                     TRUSTEE

7.1 DUTIES OF TRUSTEE.

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

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

               (1) The Trustee need perform only those duties that are
          specifically set forth in this Indenture and no covenants or
          obligations shall be implied in this Indenture against the Trustee.

               (2) In the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture but, in the case of any such certificates or
          opinions which by any provision hereof are specifically required to be
          furnished to the Trustee, the Trustee shall be under a duty to examine
          the same to determine whether or not they conform to the requirements
          of this Indenture.

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

               (1) This paragraph does not limit the effect of paragraph (b) of
          this Section 7.1.

               (2) 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.


                                      -28-



               (3) The Trustee shall not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Sections 6.2 and 6.5 hereof.

          (d) No provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its rights or powers if it shall have reasonable
     grounds for believing that repayment of such funds or adequate indemnity
     satisfactory to it against such risk or liability is not reasonably assured
     to it.

          (e) Whether or not therein expressly so provided, paragraphs (a), (b),
     (c) and (d) of this Section 7.1 shall govern every provision of this
     Indenture that in any way relates to the Trustee.

          (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 the law.

          (g) The Paying Agent, the Registrar and any authenticating agent shall
     be entitled to the protections, immunities and standard of care set forth
     in paragraphs (a), (b), (c), and (d) of this Section 7.1 and in Section 7.2
     with respect to the Trustee.

7.2 RIGHTS OF TRUSTEE.

          (a) Subject to Section 7.1 hereof:

               (1) The Trustee may rely on and shall be protected in acting or
          refraining from acting upon any document reasonably believed by it to
          be genuine and to have been signed or presented by the proper person.
          The Trustee need not investigate any fact or matter stated in the
          document.

               (2) Before the Trustee acts or refrains from acting, it may
          require an Officers' Certificate or an Opinion of Counsel, or both,
          which shall conform to the provisions of Section 10.5 hereof. The
          Trustee shall be protected and shall not be liable for any action it
          takes or omits to take in good faith in reliance on such certificate
          or opinion.

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

               (4) The Trustee shall not be liable for any action it takes or
          omits to take in good faith which it reasonably believes to be
          authorized or within its rights or powers.

               (5) The Trustee may consult with counsel of its selection, and
          the advice or opinion of such counsel as to matters of law shall be
          full and complete authorization


                                      -29-



          and protection from liability in respect of any action taken, omitted
          or suffered by it hereunder in good faith and in accordance with the
          advice or opinion of such counsel.

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

               (7) The Trustee shall not be deemed to have knowledge of any fact
          or matter unless such fact or matter is known to a Responsible Officer
          of the Trustee.

7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliate thereof, with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11 hereof.

7.4 TRUSTEE'S DISCLAIMER.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities (except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture and authenticate the Securities
and perform its obligations hereunder), it shall not be accountable for the
Company's use of the proceeds from the sale of Securities or any money paid to
the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

7.5 NOTICE OF DEFAULT.

     If a Default or an Event of Default occurs and is continuing with respect
to the Securities of any Series and if it is known to the Trustee, the Trustee
shall mail to each Securityholder of the Securities of that Series notice of the
Default or the Event of Default, as the case may be, within 30 days after it
occurs. Except in the case of a Default or an Event of Default in payment of the
principal of, or premium, if any, or interest on any Security of any Series, the
Trustee may withhold the notice if and so long as the Board of Directors of the
Trustee, the executive committee or any trust committee of such board and/or its
Responsible Officers in good faith determine(s) that withholding the notice is
in the interests of the Securityholders of that Series. The Trustee shall not
have any liability to any Securityholder of a Series if it decides that
withholding the notice is in the interests of the Securityholders of that
Series.

7.6 REPORTS BY TRUSTEE TO HOLDERS.

     If and to the extent required by the TIA, within 60 days after May 15 of
each year, commencing the May 15 following the date of this Indenture, the
Trustee shall mail to each


                                      -30-



Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).

     A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and any stock exchange on which the Securities of that
Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee shall
comply with TIA Section 313(d).

7.7 COMPENSATION AND INDEMNITY.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services as set forth in a separate agreement between the
Company and the Trustee. Such agreement shall also set forth the terms upon
which the Company shall indemnify the Trustee against loss or liability incurred
by it in connection with the performance of its duties under this Indenture and
shall reimburse the Trustee's reasonable disbursements, expenses and advances.
The Company shall not be liable to the Trustee or to any Securityholder for
indirect, special or consequential damages.

     To secure the payment obligations of the Company in this Section 7.7, the
Trustee shall have a Lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except such money or property held in
trust to pay principal of and interest and premium (if any) on particular
Securities of that Series.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

     For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

7.8 REPLACEMENT OF TRUSTEE.

     The Trustee may resign with respect to the Securities of one or more Series
by so notifying the Company in writing at least 90 days in advance of such
resignation.

     The Holders of a majority in principal amount of the outstanding Securities
of any Series may remove the Trustee with respect to that Series by notifying
the removed Trustee in writing and may appoint a successor Trustee with respect
to that Series with the written consent of the Company, which consent shall not
be unreasonably withheld. The Company may remove the Trustee with respect to
that Series at its election if:

          (1) the Trustee fails to comply with, or ceases to be eligible under,
     Section 7.10 hereof;

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


                                      -31-


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

          (4) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee with respect to any Series of Securities for any reason, the Company
shall promptly notify each Holder of such event and shall promptly appoint a
successor Trustee.

     If a successor Trustee with respect to the Securities of one or more Series
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee with respect to the Securities of one or more Series fails
to comply with Section 7.10 hereof, any Securityholder of the applicable Series
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. Immediately following such delivery
(i) the retiring Trustee with respect to one or more Series shall, subject to
its rights under Section 7.7 hereof, transfer all property held by it as Trustee
with respect to such Series to the successor Trustee, (ii) the resignation or
removal of the retiring Trustee shall become effective, and (iii) the successor
Trustee with respect to such Series shall have all the rights, powers and duties
of the Trustee under this Indenture. A successor Trustee with respect to the
Securities of one or more Series shall mail notice of its succession to each
Securityholder of such Series.

7.9 SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee.

7.10 ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b), including the provision in Section 310(b)(1). If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.10, it shall resign immediately in the manner and with the effect
specified in this Article 7.


                                      -32-



7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     The Trustee shall comply with 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.

7.12 PAYING AGENTS.

     The Company shall cause each Paying Agent other than the Trustee to execute
and deliver to it and the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 7.12:

          (1) that it will hold all sums held by it as agent for the payment of
     principal of, or premium, if any, or interest on, the Securities (whether
     such sums have been paid to it by the Company or by any obligor on the
     Securities) in trust for the benefit of Holders of the Securities or the
     Trustee;

          (2) that it will at any time during the continuance of any Event of
     Default, upon written request from the Trustee, deliver to the Trustee all
     sums so held in trust by it together with a full accounting thereof; and

          (3) that it will give the Trustee written notice within three (3)
     Business Days of any failure of the Company (or by any obligor on the
     Securities) in the payment of any installment of the principal of, premium,
     if any, or interest on, the Securities when the same shall be due and
     payable.

                                    ARTICLE 8
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

8.1 WITHOUT CONSENT OF HOLDERS.

     The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

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

          (2) to comply with Section 5.1 hereof;

          (3) to provide for uncertificated Securities in addition to or in the
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4) to provide any security for, or to add guarantees of or additional
     obligors on, any Series of Securities or the related guarantees;


                                      -33-



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

          (6) to add to the covenants of the Company or any guarantor for the
     benefit of the Holders of all or any Series of Securities (and if such
     covenants are to be for the benefit of less than all Series of Securities,
     stating that such covenants are expressly being included solely for the
     benefit of such series), or to surrender any right or power herein
     conferred upon the Company or any guarantor;

          (7) to add any additional Events of Default with respect to all or any
     Series of the Securities (and, if any such Event of Default is applicable
     to less than all Series of Securities, specifying the Series to which such
     Event of Default is applicable);

          (8) to change or eliminate any of the provisions of this Indenture;
     provided that any such change or elimination shall become effective only
     when there is no outstanding Security of any Series created prior to the
     execution of such amendment or supplemental indenture that is adversely
     affected in any material respect by such change in or elimination of such
     provision;

          (9) to establish the form or terms of Securities of any Series as
     permitted by this Section 2.1 hereof;

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any Series of Securities pursuant to Section 9.1; provided,
     however, that any such action shall not adversely affect the interest of
     the Holders of Securities of such Series or any other Series of Securities
     in any material respect; or

          (11) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more Series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 7.8.

          The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.

8.2 WITH CONSENT OF HOLDERS.

          (a) The Company, when authorized by a Board Resolution, and the
     Trustee may amend or supplement this Indenture or the Securities of one or
     more Series with the written consent of the Holders of not less than a
     majority in aggregate principal amount of the outstanding Securities of
     such Series affected by such amendment or supplement without


                                      -34-



     notice to any Securityholder. The Holders of not less than a majority in
     aggregate principal amount of the outstanding Securities of each such
     Series affected by such amendment or supplement may waive compliance in a
     particular instance by the Company with any provision of this Indenture or
     the Securities of such Series without notice to any Securityholder. Subject
     to Section 8.4, without the consent of each Securityholder affected,
     however, an amendment, supplement or waiver, including a waiver pursuant to
     Section 6.4, may not:

               (1) reduce the amount of Securities whose Holders must consent to
          an amendment, supplement or waiver to this Indenture or the
          Securities;

               (2) reduce the rate of or change the time for payment of interest
          on any Security;

               (3) reduce the principal or change the Stated Maturity of any
          Security or reduce the amount of, or postpone the date fixed for, the
          payment of any sinking fund or analogous obligation;

               (4) make any Security payable in money other than that stated in
          the Security;

               (5) waive a Default or Event of Default in the payment of the
          principal of or interest on any Security (except a rescission of
          acceleration of the Securities of any Series by the Holders of at
          least a majority in principal amount of the outstanding Securities of
          such Series and a waiver of the payment default that resulted from
          such acceleration);

               (6) make any changes in Sections 6.4 or 6.7 hereof or this
          Section 8.2, except to increase any percentage of Securities the
          Holders of which must consent to any matter; or; or

               (7) take any other action otherwise prohibited by this Indenture
          to be taken without the consent of each holder affected thereby.

          (b) Upon the request of the Company, accompanied by a Board Resolution
     authorizing the execution of any such supplemental indenture, and upon the
     receipt by the Trustee of evidence reasonably satisfactory to the Trustee
     of the consent of the Securityholders as aforesaid and upon receipt by the
     Trustee of the documents described in Section 8.6 hereof, the Trustee shall
     join with the Company in the execution of such supplemental indenture
     unless such supplemental indenture affects the Trustee's own rights, duties
     or immunities under this Indenture, in which case the Trustee may in its
     discretion, but shall not be obligated to, enter into such supplemental
     indenture.

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


                                      -35-



8.3 COMPLIANCE WITH TRUST INDENTURE ACT.

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

8.4 REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement, waiver or other action becomes effective, a
consent to it by a Holder of a Security is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Security or
portion thereof, and of any Security issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Security. Any such Holder or subsequent Holder, however, may
revoke the consent as to his Security or portion of a Security, if the Trustee
receives the notice of revocation before the date the amendment, supplement,
waiver or other action becomes effective.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date without the applicable amendment, supplement
or waiver becoming effective.

     After an amendment, supplement, waiver or other action becomes effective,
it shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (7) of Section 8.2(a) hereof. In that case the amendment,
supplement, waiver or other action shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security;
provided that any such waiver shall not impair or affect the right of any Holder
to receive payment of principal of and interest and premium (if any) on a
Security, on or after the respective due dates expressed in such Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

8.5 NOTATION ON OR EXCHANGE OF SECURITIES.

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


                                      -36-



8.6 TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                    ARTICLE 9
                       DISCHARGE OF INDENTURE; DEFEASANCE

9.1 DISCHARGE OF INDENTURE.

     This Indenture shall cease to be of further effect with respect to the
Securities of a Series (except that the Company's obligations under Section 7.7,
9.5 and 9.6, the Trustee's and Paying Agent's obligations under Sections 9.5,
9.7 and 9.8 and the rights, powers, protections and privileges accorded the
Trustee under Article VII shall survive), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging the satisfaction and
discharge of this Indenture with respect to the Securities of such Series, when:

     (1) either:

          (A) all outstanding Securities of such Series theretofore
     authenticated and issued (other than destroyed, lost or stolen Securities
     that have been replaced or paid) have been delivered to the Trustee for
     cancellation; or

          (B) all outstanding Securities of such Series not theretofore
     delivered to the Trustee for cancellation:

          (i) have become due and payable, or

          (ii) will become due and payable at their Stated Maturity within one
     year, or

          (iii) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of the Company,

     and, in the case of clause (i), (ii) or (iii) above, the Company or any
     guarantor of the Securities of such Series has irrevocably deposited or
     caused to be deposited with the Trustee as funds (immediately available to
     the Holders in the case of clause (i)) in trust for such purpose (x) money
     in the currency in which payment of the Securities of such Series is to be
     made in an amount, or (y) Government Obligations with respect to such
     Series, maturing as to principal and interest at such times and in such
     amounts as will ensure the availability of money in the currency in which
     payment of the Securities of such Series is to be made in an amount or (z)
     a combination thereof, which will be sufficient, in the opinion (in the
     case of clauses (y) and (z)) of a nationally recognized


                                      -37-



     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge the entire
     indebtedness on the Securities of such Series for principal and interest to
     the date of such deposit (in the case of Securities which have become due
     and payable) or for principal, premium, if any, and interest to the Stated
     Maturity or Redemption Date, as the case may be; or

          (C) the Company and any guarantors of the Securities of such Series
     have properly fulfilled such other means of satisfaction and discharge as
     is specified, as contemplated by Section 2.2, to be applicable to the
     Securities of such Series;

     (2) the Company or a guarantor of the Securities of such Series has paid or
caused to be paid all other sums payable by them hereunder with respect to the
Securities of such Series; and

     (3) the Company has delivered to the Trustee an Officers' Certificate
stating that all conditions precedent to satisfaction and discharge of this
Indenture with respect to the Securities of such Series have been complied with,
together with an Opinion of Counsel to the same effect.

9.2 LEGAL DEFEASANCE.

     The Company may at its option, by Board Resolution, be discharged from its
obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the
Securities of any Series notwithstanding the prior exercise of its option under
Section 9.3 below with respect to the Securities of such Series.

9.3 COVENANT DEFEASANCE.

     At the option of the Company, pursuant to a Board Resolution, the Company
shall be released from its obligations under Sections 4.2 through 4.7 hereof,
inclusive, and Section 5.1 hereof, with respect to the outstanding Securities of
any Series, on and after the date the conditions set forth in Section 9.4 hereof
are satisfied (hereinafter, "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified section or portion thereof, whether directly or indirectly by
reason of any reference


                                      -38-



elsewhere herein to any such specified Section or portion thereof or by reason
of any reference in any such specified section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture
and the Securities of any Series shall be unaffected thereby.

9.4 CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

          (1) the Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 7.10 hereof who shall agree to comply with the provisions of
     this Article 9 applicable to it) as funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities, (A)
     money in an amount, or (B) U.S. Government Obligations or Foreign
     Government Obligations which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than the due date of any payment, money in an amount, or (C) a
     combination thereof, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     the principal of, premium, if any, and accrued interest on the outstanding
     Securities of such Series at the Stated Maturity of such principal,
     premium, if any, or interest, or on dates for payment and redemption of
     such principal, premium, if any, and interest selected in accordance with
     the terms of this Indenture and of the Securities of such Series;

          (2) no Event of Default or Default with respect to the Securities of
     such Series shall have occurred and be continuing on the date of such
     deposit, or shall have occurred and be continuing at any time during the
     period ending on the 91st day after the date of such deposit or, if longer,
     ending on the day following the expiration of the longest preference period
     under any Bankruptcy Law applicable to the Company in respect of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (3) such Legal Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest for purposes of the TIA with respect
     to any securities of the Company;

          (4) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute default under any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (5) the Company shall have delivered to the Trustee an Opinion of
     Counsel stating that, as a result of such Legal Defeasance or Covenant
     Defeasance, neither the trust nor the Trustee will be required to register
     as an investment company under the Investment Company Act of 1940, as
     amended;


                                      -39-



          (6) in the case of an election under Section 9.2 above, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (i)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling to the effect that or (ii) there has been a change
     in any applicable Federal income tax law with the effect that, and such
     opinion shall confirm that, the Holders of the outstanding Securities of
     such Series or persons in their positions will not recognize income, gain
     or loss for Federal income tax purposes solely as a result of such Legal
     Defeasance and will be subject to Federal income tax on the same amounts,
     in the same manner, including as a result of prepayment, and at the same
     times as would have been the case if such Legal Defeasance had not
     occurred;

          (7) in the case of an election under Section 9.3 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of the outstanding Securities of such Series 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;

          (8) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for in this Article 9 relating to either the Legal
     Defeasance under Section 9.2 above or the Covenant Defeasance under Section
     9.3 hereof (as the case may be) have been complied with;

          (9) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit under clause (1) was not made by the
     Company with the intent of defeating, hindering, delaying or defrauding any
     creditors of the Company or others; and

          (10) the Company shall have paid or duly provided for payment under
     terms mutually satisfactory to the Company and the Trustee all amounts then
     due to the Trustee pursuant to Section 7.7 hereof.

9.5 DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

     All money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee pursuant to Section
9.4 hereof in respect of the outstanding Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal, premium, if any, and accrued
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 U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and


                                      -40-



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
Securities.

     Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

9.6 REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

9.7 MONEYS HELD BY PAYING AGENT.

     In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

9.8 MONEYS HELD BY TRUSTEE.

     Any moneys deposited with the Trustee or any Paying Agent or then held by
the Company in trust for the payment of the principal of, or premium, if any, or
interest on any Security that are not applied but remain unclaimed by the Holder
of such Security for two years after the date upon which the principal of, or
premium, if any, or interest on such Security shall have respectively become due
and payable shall be repaid to the Company upon Company Request, or if such
moneys are then held by the Company in trust, such moneys shall be released from
such trust; and the Holder of such Security entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company for
the payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease;


                                      -41-



provided, however, that the Trustee or any such Paying Agent, before being
required to make any such repayment, may, at the expense of the Company, either
mail to each Securityholder affected, at the address shown in the register of
the Securities maintained by the Registrar or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a 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 mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
release of any money held in trust by the Company, Securityholders entitled to
the money must look only to the Company for payment as general creditors unless
applicable abandoned property law designates another person.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1 TRUST INDENTURE ACT CONTROLS.

     If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

10.2 NOTICES.

     Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

     If to the Company:

     Wellman, Inc.
     1041 521 Corporate Center Drive
     Fort Mill, South Carolina 29715
     Attention: Chief Financial Officer

     Copy to:

     Edwards Angell Palmer & Dodge LLP
     750 Lexington Avenue
     New York, New York 10022
     Attention: D. Roger Glenn, Esq.

     If to the Trustee:


                                      -42-



     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     ___________________________________
     ___________________________________

     The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).

     Any notice or communication mailed to a Securityholder shall be mailed to
him by first-class mail, postage prepaid, at his address shown on the register
kept by the Registrar. In addition, notices or communications to Securityholders
shall be given by release made to Reuters Economic Services and Bloomberg
Business News.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication to a Securityholder is mailed in the manner provided
above, it shall be deemed duly given five (5) calendar days after mailing,
whether or not the addressee receives it.

     In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice as required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

     In the case of Global Securities, notices or communications to be given to
Securityholders shall be given to the Depositary, in accordance with its
applicable policies as in effect from time to time.

10.3 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.


                                      -43-



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

10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 10.5 below) stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 10.5 below) stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

10.5 STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

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

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

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

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

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

10.6 RULES BY TRUSTEE AND AGENTS.

     The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

10.7 BUSINESS DAYS; LEGAL HOLIDAYS.

     A "Business Day" is a day that is not a Legal Holiday. A "Legal Holiday" is
a Saturday, a Sunday, a federally recognized holiday or a day on which banking
institutions are not required to be open in the State of New York.


                                      -44-



     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 for the intervening period.

10.8 GOVERNING LAW.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

10.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

10.10 NO RECOURSE AGAINST OTHERS.

     A director, officer, employee, stockholder or incorporator, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creations. Each Securityholder by accepting
a Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of the Securities.

10.11 SUCCESSORS AND ASSIGNS.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors and assigns, whether so expressed or not. All agreements of
the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind their respective successors and assigns.

10.12 MULTIPLE COUNTERPARTS.

     The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent one
and the same agreement.

10.13 TABLE OF CONTENTS, HEADINGS, ETC.

     The table of contents, cross-reference sheet 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 hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


                                      -45-



10.14 SEPARABILTY.

     Each provision of this Indenture shall be considered separable and if for
any reason any provision which is not essential to the effectuation of the basic
purpose of this Indenture or the Securities 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.

10.15 SECURITIES IN A FOREIGN CURRENCY OR IN EURO.

     Unless otherwise specified in a Board Resolution, a supplemental indenture
hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all Series or all
Series affected by a particular action at the time outstanding and, at such
time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars (including Euro), then the principal amount
of Securities of such Series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of Euro, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "Journal"). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of Euro, the rate of exchange as published in the Journal,
as of the most recent available date, or quotations or, in the case of Euro,
rates of exchange from one or more major banks in The City of New York or in the
country of issue of the currency in question or, in the case of Euro, in
Luxembourg or such other quotations or, in the case of Euro, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

10.16 JUDGMENT CURRENCY.

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be


                                      -46-



rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
day on which final unappealable judgment is entered, unless such day is not a
New York Banking Day, then, the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable, and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.

                  [Remainder of Page Intentionally Left Blank]


                                      -47-



     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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

                                        WELLMAN, INC.


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


                                        [Name of Trustee]


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


                                      -48-

EX-5.1

                                   EXHIBIT 5.1

                 [Edwards Angell Palmer & Dodge LLP Letterhead]

April 7, 2006
Wellman, Inc.
1041 521 Corporate Center Drive
Fort Mill, South Carolina 29715

Ladies and Gentlemen:

     We are furnishing this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") of Wellman, Inc. (the
"Company"), a Delaware corporation, and the subsidiary guarantors named in
Schedule I hereto (the "Subsidiary Guarantors") to be filed on or about the date
hereof with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
securities to be issued and sold by the Company and the Subsidiary Guarantors
from time to time pursuant to Rule 415 under the Act for an aggregate initial
offering price not to exceed $400,000,000.

     We have reviewed the Registration Statement, including the prospectus (the
"Prospectus") that is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus, as
supplemented by various Prospectus Supplements, will provide for the issuance
and sale by the Company of (i) one or more series of debt securities (the "Debt
Securities"), (ii) guarantees of the Debt Securities (the "Subsidiary
Guarantees") by the Subsidiary Guarantors, (iii) shares of common stock, $.001
par value (the "Common Stock"), (iv) warrants to purchase Common Stock or Debt
Securities (collectively, the "Warrants"), (v) stock purchase contracts
obligating the holders thereof to, upon settlement, purchase a fixed or varying
number of shares of Common Stock ("Stock Purchase Contracts"), and (vi) units
comprised of one or more Debt Securities, Subsidiary Guarantees, shares of
Common Stock, Warrants, and Stock Purchase Contracts in any combination
(collectively, the "Units"). The Debt Securities, the Subsidiary Guarantees, the
Common Stock, Warrants, Stock Purchase Contracts and the Units are collectively
referred to herein as the "Securities." The Registration Statement provides that
Debt Securities may be convertible into shares of Common Stock.

     The Debt Securities will be issued pursuant to one or more indentures in
the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture"), between the Company, as
obligor, the Subsidiary Guarantors (if applicable) and a trustee chosen by the
Company and qualified to act as such under the Trust Indenture Act of 1939, as
amended (each, a "Trustee"). The Warrants will be issued under one or more
warrant agreements (each, a "Warrant Agreement") by and among the Company and a
financial institution identified therein as warrant agent (each, a "Warrant
Agent"). The Units will be issued under one or more unit agreements (each, a
"Unit Agreement") between the Company, the Subsidiary Guarantors (if applicable)
and a unit agent selected by the Company (the "Unit Agent").

     We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with certain proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Securities. We have made such examination as we consider
necessary to render this opinion.

     The opinions expressed below are limited to the laws of the state of
Delaware and the federal laws of the United States.

     Based upon the foregoing, we are of the opinion that:

     1. When (i) the Company, the Subsidiary Guarantors (if applicable) and the
Trustee duly execute and deliver an Indenture and the specific terms of a
particular Debt Security have been duly established in accordance with the terms
of such Indenture, and such Debt Securities have been duly authenticated by the
Trustee and duly executed and delivered on behalf of the Company against payment
therefor in accordance with the terms and provisions of the Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and (ii) the Registration Statement and any required
post-effective amendments thereto have all become effective under the Securities
Act, and assuming that (a) the Indenture and all amendments thereto, the
particular Debt Securities and the Subsidiary Guarantees (if applicable) are
duly approved by the Board of Directors of the Company and the Subsidiary
Guarantors, respectively, as required by applicable law, (b) the terms of the
Debt Securities as executed and delivered and the Subsidiary Guarantees (if
applicable) are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (c) the Debt Securities and the Subsidiary
Guarantees (if applicable) as executed and delivered do not violate any law
applicable to the Company or the Subsidiary Guarantors, respectively, or result
in a default under or breach of any agreement or instrument binding upon the





Company or the Subsidiary Guarantors, respectively, (d) the Debt Securities and
the Subsidiary Guarantees (if applicable) as executed and delivered comply with
all requirements and restrictions, if any, applicable to the Company and the
Subsidiary Guarantors, respectively, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (e)
the Debt Securities and the Subsidiary Guarantees (if applicable) are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Debt Securities and the Subsidiary
Guarantees (if applicable) will constitute valid and binding obligations of the
Company and the Subsidiary Guarantors, respectively, enforceable against the
Company and the Subsidiary Guarantors, respectively, in accordance with their
respective.

     2. The Company has the authority pursuant to the Articles to issue up to
100,000,000 shares of Common Stock. Upon adoption by the Board of Directors of
the Company of a resolution in form and content as required by applicable law
and upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, such shares of Common Stock
will be validly issued, fully paid and nonassessable.

     3. When (i) the Company and the Warrant Agent duly execute and deliver a
Warrant Agreement and the specific terms of a particular Warrant have been duly
established in accordance with the terms of such Warrant Agreement, and such
Warrants have been duly authenticated by the Warrant Agent and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Warrant Agreement and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (ii) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming that
(a) the Warrant Agreement and all amendments thereto and the particular Warrants
are duly approved by the Board of Directors of the Company as required by
applicable law, (b) the terms of the Warrants as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (c) the Warrants as executed and delivered do not
violate any law applicable to the Company or result in a default under or breach
of any agreement or instrument binding upon the Company, (d) the Warrants as
executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (e) the Warrants are
then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

     4. When (i) the Company and the Unit Agent duly execute and deliver a Unit
Agreement and the specific terms of a particular Unit have been duly established
in accordance with the terms of such Unit Agreement, and such Units have been
duly authenticated by the Unit Agent and duly executed and delivered on behalf
of the Company against payment therefor in accordance with the terms and
provisions of the Unit Agreement and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and (ii) the
Registration Statement and any required post-effective amendments thereto have
all become effective under the Securities Act, and assuming that (a) the Unit
Agreement and all amendments thereto and the particular Units are duly approved
by the Board of Directors of the Company as required by applicable law, (b) the
terms of the Units as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
(c) the Units as executed and delivered do not violate any law applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company, (d) the Units as executed and delivered comply with
all requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, and (e) the Units are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Units will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

     5. When (i) the execution of the Stock Purchase Contracts has been duly
authorized by the Company and each counter-party thereunder by appropriate
action, (ii) the Stock Purchase Contracts have been duly executed and delivered
by the Company and the counter-party thereunder, (iii) the Board of Directors
and appropriate officers of the Company have taken all necessary action to
approve the issuance and terms of the Stock Purchase Contracts and related
matters and (iv) the Stock Purchase Contracts, in an appropriate form, have been
duly executed and delivered by the Company and countersigned by the
counter-party thereunder and delivered and paid for as contemplated by any
applicable purchase or underwriting agreement and the Registration Statement,
the Stock Purchase Contracts will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
its terms.

     The foregoing opinions are subject to: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and remedies
of creditors; (ii) general principles of equity (whether considered in a
proceeding in equity or at law); and (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of, or contribution to, a





party with respect to a liability where such indemnification or contribution is
contrary to public policy. We express no opinion concerning the enforceability
of any waiver of rights or defenses with respect to stay, extension or usury
laws, and we express no opinion with respect to whether acceleration of Debt
Securities may affect the collectibility of any portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon.

     We assume for purposes of this opinion that the Company is and will remain
duly organized, validly existing and in good standing under Delaware law.

     To the extent that the obligations of the Company and the Subsidiary
Guarantors under an Indenture may be dependent thereon, we assume for purposes
of this opinion that the Company and the Subsidiary Guarantors have the
organizational power and authority to issue and sell the Securities; that the
applicable Indenture has been duly authorized by all necessary organizational
action by the Company and the Subsidiary Guarantors has been duly executed and
delivered by the Company and the Subsidiary Guarantors and constitutes the
valid, binding and enforceable obligation of the Company and the Subsidiary
Guarantors enforceable against the Company and the Subsidiary Guarantors in
accordance with its terms; that the Trustee for each Indenture is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by the applicable Indenture; that the applicable
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes a legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as Trustee under the
applicable Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the applicable Indenture.

     To the extent that the obligations of the Company under each Warrant
Agreement or Unit Agreement as applicable, may be dependent thereon, we assume
for purposes of this opinion that the Company has the corporate power and
authority to issue and sell the Securities; that the applicable Warrant
Agreement or Unit Agreement has been duly authorized by all necessary corporate
action by the Company, has been duly executed and delivered by the Company and
constitutes the valid, binding and enforceable obligation of the Company
enforceable against the Company in accordance with its terms; that the
applicable Warrant Agent or Unit Agent is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; that the
Warrant Agent or Unit Agent is duly qualified to engage in the activities
contemplated by the Warrant Agreement or Unit Agreement; that the Warrant
Agreement or Unit Agreement has been duly authorized, executed and delivered by
the Warrant Agent or Unit Agent and constitutes the legally valid, binding and
enforceable obligation of the Warrant Agent or Unit Agent, enforceable against
the Warrant Agent or Unit Agent in accordance with its terms; that the Warrant
Agent or Unit Agent is in compliance, generally and with respect to acting as a
Warrant Agent or Unit Agent under the applicable Warrant Agreement or Unit
Agreement with all applicable laws and regulations; and that the Warrant Agent
or Unit Agent has the requisite organizational and legal power and authority to
perform its obligations under the applicable Warrant Agreement or Unit
Agreement.

     We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.

                                        Very truly yours,


                                        /s/ Edwards Angell Palmer & Dodge LLP




                                  Schedule I

ALG, Inc.
Carpet Recycling of Georgia, Inc.
FIISB, Inc.
Fiber Industries, Inc.
Finwell, Inc.
Josdav, Inc.
MED Resins, Inc.
MRF, Inc.
PermaClear East, Inc.
Prince, Inc.
PTA Resources, LLC
Warehouse Associates, Inc.
Wellman of Mississippi, Inc.
Wellman Resins, LLC

EX-12.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1


WELLMAN, INC.
COMPUTATIONS OF RATIO OF EARNINGS (LOSS) TO FIXED CHARGES
(IN THOUSANDS)



                                                       2005        2004        2003        2002       2001
                                                     --------    --------    ---------    -------    -------
                                                                                      
EARNINGS (LOSS)
  Earnings (Loss) from continuing operations
    before income taxes                              $(47,998)   $(54,468)   $(151,088)   $35,434    $17,276
Interest                                               48,450      39,717       13,495     14,037     21,051
Less interest capitalized during the period            (2,397)       (440)        (214)      (303)    (1,531)
Amortization of capitalized interest                    1,650       1,633        1,638      1,639      1,566
Amortization of debt discount and deferred
  financing costs not included in interest expense          0       6,638            0        307        424
Interest portion of rental expense                      1,564       3,381       12,858     10,248      9,977
                                                     --------    --------    ---------    -------    -------
TOTAL EARNINGS AVAILABLE                             $  1,269    $ (3,539)   $(123,311)   $61,362    $48,763
                                                     --------    --------    ---------    -------    -------

FIXED CHARGES

Interest expense, net                                $ 45,379    $ 38,117    $  10,131    $10,254    $17,957
Interest capitalized during the period                  2,397         440          214        303      1,531
Interest income, netted in interest expense               674       1,160        3,150      3,480      1,563
                                                     --------    --------    ---------    -------    -------
Gross interest                                         48,450      39,717       13,495     14,037     21,051
Amortization of debt discount and deferred
  financing costs not included in interest expense          0       6,638            0        307        424
Interest portion of rental expense                      1,564       3,381       12,858     10,248      9,977
                                                     --------    --------    ---------    -------    -------
TOTAL FIXED CHARGES                                  $ 50,014    $ 49,736    $  26,353    $24,592    $31,452
                                                     --------    --------    ---------    -------    -------

RATIO OF EARNINGS TO FIXED CHARGES                        N/A         N/A          N/A        2.5        1.6

Deficiency of Earnings to Fixed Charges              $ 48,745    $ 53,275    $ 149,664        N/A        N/A

EX-23.1

                                                                    Exhibit 23.1


                          CONSENT OF ERNST & YOUNG LLP,
                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) and related Prospectus of
Wellman, Inc. for the registration of securities (including up to $400,000,000
of common stock, debt securities, warrants, stock purchase contracts and units)
and to the incorporation by reference therein of our reports dated March 14,
2006, with respect to the consolidated financial statements of Wellman, Inc.,
Wellman, Inc. management's assessment of the effectiveness of internal control
over financial reporting, and the effectiveness of internal control over
financial reporting of Wellman, Inc., included in its Annual Report (Form 10-K)
for the year ended December 31, 2005 and the related financial statement
schedule of Wellman, Inc. included therein, filed with the Securities and
Exchange Commission.


                                                   /s/ Ernst & Young LLP


Charlotte, North Carolina
April 4, 2006

EX-23.2

                                                                    EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Wellman International Limited








We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated 3 March 2006 relating to the Wellman
International Limited consolidated financial statements, management's assessment
of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, which is
incorporated by reference in Wellman Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2005. We also consent to the reference to us under the
heading "Experts" in such Registration Statements.


/s/KPMG

Chartered Accountants
Registered Auditor


Dublin, Ireland
4 April 2006