<PAGE>   1
                                                                     Exhibit 4.1

                               PENTON MEDIA, INC.

                                   as Issuer,




                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

                                  $185,000,000

                        10.375% Senior Subordinated Notes
                               due June 15, 2011


                                    INDENTURE

                            Dated as of June 28, 2001
                              THE BANK OF NEW YORK

                                   as Trustee



<PAGE>   2






                                TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE                                  1
SECTION 1.1.      DEFINITIONS                                               1
SECTION 1.2.      INCORPORATION BY REFERENCE OF TIA                        27
SECTION 1.3.      RULES OF CONSTRUCTION                                    27

ARTICLE II

THE SECURITIES                                                             28
SECTION 2.1.      FORM AND DATING                                          28
SECTION 2.2.      EXECUTION AND AUTHENTICATION                             29
SECTION 2.3.      REGISTRAR, PAYING AGENT AND DEPOSITARY                   29
SECTION 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST                      29
SECTION 2.5.      HOLDER LISTS                                             30
SECTION 2.6.      TRANSFER AND EXCHANGE                                    30
SECTION 2.7.      REPLACEMENT NOTES                                        45
SECTION 2.8.      OUTSTANDING NOTES                                        46
SECTION 2.9.      TREASURY NOTES                                           46
SECTION 2.10.     TEMPORARY NOTES                                          46
SECTION 2.11.     CANCELLATION                                             47
SECTION 2.12.     DEFAULTED INTEREST                                       47
SECTION 2.13.     CUSIP NUMBERS                                            48

ARTICLE III

REDEMPTION                                                                 48
SECTION 3.1.      OPTIONAL REDEMPTION                                      48
SECTION 3.2.      NOTICES TO TRUSTEE                                       49
SECTION 3.3.      SELECTION OF NOTES TO BE REDEEMED                        50
SECTION 3.4.      NOTICE OF REDEMPTION                                     50
SECTION 3.5.      EFFECT OF NOTICE OF REDEMPTION                           51
SECTION 3.6.      DEPOSIT OF REDEMPTION PRICE                              51
SECTION 3.7.      NOTES REDEEMED IN PART                                   52
SECTION 3.8.      NO MANDATORY REDEMPTION                                  52

ARTICLE IV

COVENANTS                                                                  52
SECTION 4.1.      PAYMENT OF NOTES                                         52


                                       i
<PAGE>   3

                                                                          PAGE

SECTION 4.2.      MAINTENANCE OF OFFICE OR AGENCY                          53
SECTION 4.3.      LIMITATION ON RESTRICTED PAYMENTS                        53
SECTION 4.4.      CORPORATE AND PARTNERSHIP EXISTENCE                      55
SECTION 4.5.      PAYMENT OF TAXES AND OTHER CLAIMS                        56
SECTION 4.6.      MAINTENANCE OF PROPERTIES AND INSURANCE                  56
SECTION 4.7.      COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT                57
SECTION 4.8.      REPORTS                                                  57
SECTION 4.9.      LIMITATION ON STATUS AS INVESTMENT COMPANY               58
SECTION 4.10.     LIMITATION ON TRANSACTIONS WITH AFFILIATES               58
SECTION 4.11.     LIMITATION ON INCURRENCE OF ADDITIONAL
                  INDEBTEDNESS                                             58
SECTION 4.12.     LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT
                  RESTRICTIONS AFFECTING SUBSIDIARIES                      60
SECTION 4.13.     LIMITATIONS ON LAYERING INDEBTEDNESS                     61
SECTION 4.14.     LIMITATION ON SALES OF ASSETS AND SUBSIDIARY
                  STOCK                                                    61
SECTION 4.15.     WAIVER OF STAY, EXTENSION OR USURY LAWS                  66
SECTION 4.16.     LIMITATION ON LIENS SECURING INDEBTEDNESS                67
SECTION 4.17.     LIMITATIONS ON LINES OF BUSINESS                         67

ARTICLE V

SUCCESSOR CORPORATION                                                      67
SECTION 5.1.      LIMITATION ON MERGER, SALE OR CONSOLIDATION              67
SECTION 5.2.      SUCCESSOR CORPORATION SUBSTITUTED                        68

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES                                             68
SECTION 6.1.      EVENTS OF DEFAULT                                        68
SECTION 6.2.      ACCELERATION OF MATURITY DATE; RESCISSION
                  AND ANNULMENT                                            70
SECTION 6.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR
                  ENFORCEMENT BY TRUSTEE                                   71
SECTION 6.4.      TRUSTEE MAY FILE PROOFS OF CLAIM                         71


                                       ii
<PAGE>   4

                                                                          PAGE

SECTION 6.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                  POSSESSION OF NOTES                                      72
SECTION 6.6.      PRIORITIES                                               72
SECTION 6.7.      LIMITATION ON SUITS                                      73
SECTION 6.8.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                  PRINCIPAL, PREMIUM AND INTEREST                          74
SECTION 6.9.      RIGHTS AND REMEDIES CUMULATIVE                           74
SECTION 6.10.     DELAY OR OMISSION NOT WAIVER                             74
SECTION 6.11.     CONTROL BY HOLDERS                                       74
SECTION 6.12.     WAIVER OF EXISTING OR PAST DEFAULT                       75
SECTION 6.13.     UNDERTAKING FOR COSTS                                    75
SECTION 6.14.     RESTORATION OF RIGHTS AND REMEDIES                       76

ARTICLE VII

TRUSTEE                                                                    76
SECTION 7.1.      DUTIES OF TRUSTEE                                        76
SECTION 7.2.      RIGHTS OF TRUSTEE                                        77
SECTION 7.3.      INDIVIDUAL RIGHTS OF TRUSTEE                             79
SECTION 7.4.      TRUSTEE'S DISCLAIMER                                     79
SECTION 7.5.      NOTICE OF DEFAULT                                        79
SECTION 7.6.      REPORTS BY TRUSTEE TO HOLDERS                            79
SECTION 7.7.      COMPENSATION AND INDEMNITY                               79
SECTION 7.8.      REPLACEMENT OF TRUSTEE                                   81
SECTION 7.9.      SUCCESSOR TRUSTEE BY MERGER, ETC                         82
SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION                            82
SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                  COMPANY                                                  82
ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE                                   82
SECTION 8.1.      OPTION TO EFFECT LEGAL DEFEASANCE OR
                  COVENANT DEFEASANCE                                      82
SECTION 8.2.      LEGAL DEFEASANCE AND DISCHARGE                           82
SECTION 8.3.      COVENANT DEFEASANCE                                      83
SECTION 8.4.      CONDITIONS TO LEGAL OR COVENANT
                  DEFEASANCE                                               83
SECTION 8.5.      DEPOSITED CASH AND U.S. GOVERNMENT
                  OBLIGATIONS TO BE HELD IN TRUST; OTHER
                  MISCELLANEOUS PROVISIONS                                 84
SECTION 8.6.      REPAYMENT TO THE COMPANY                                 85


                                      iii
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                                                                          PAGE

SECTION 8.7.      REINSTATEMENT                                            85

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS                                        86
SECTION 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT
                  OF HOLDERS                                               86
SECTION 9.2.      AMENDMENTS, SUPPLEMENTAL INDENTURES AND
                  WAIVERS WITH CONSENT OF HOLDERS                          87
SECTION 9.3.      COMPLIANCE WITH TIA                                      88
SECTION 9.4.      REVOCATION AND EFFECT OF CONSENTS                        88
SECTION 9.5.      NOTATION ON OR EXCHANGE OF NOTES                         89
SECTION 9.6.      TRUSTEE TO SIGN AMENDMENTS, ETC                          89

ARTICLE X

RIGHT TO REQUIRE REPURCHASE                                                90
SECTION 10.1.     REPURCHASE OF NOTES AT THE OPTION OF THE
                  HOLDER UPON A CHANGE OF CONTROL                          90

ARTICLE XI

GUARANTEE                                                                  93
SECTION 11.1.     GUARANTEE                                                93
SECTION 11.2.     EXECUTION AND DELIVERY OF GUARANTEE                      95
SECTION 11.3.     CERTAIN BANKRUPTCY EVENTS                                95
SECTION 11.4.     LIMITATION ON MERGER OF SUBSIDIARIES AND
                  RELEASE OF GUARANTORS                                    96
SECTION 11.5.     SUBORDINATION OF GUARANTEES                              96

ARTICLE XII

SUBORDINATION                                                              97
SECTION 12.1.     NOTES SUBORDINATED TO SENIOR DEBT                        97
SECTION 12.2.     NO PAYMENT ON NOTES IN CERTAIN
                  CIRCUMSTANCES                                            97
SECTION 12.3.     NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL
                  SENIOR DEBT ON DISSOLUTION, LIQUIDATION OR
                  REORGANIZATION                                           99
SECTION 12.4.     SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS
                  OF HOLDERS OF SENIOR DEBT                                99


                                       iv
<PAGE>   6





                                                                          PAGE

SECTION 12.5.     OBLIGATIONS OF THE COMPANY AND THE
                  GUARANTORS UNCONDITIONAL                                 100
SECTION 12.6.     TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT
                  PROHIBITED IN ABSENCE OF NOTICE                          100
SECTION 12.7.     APPLICATION BY TRUSTEE OF ASSETS DEPOSITED
                  WITH IT                                                  101
SECTION 12.8.     SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS
                  OR OMISSIONS OF THE COMPANY, THE
                  GUARANTORS OR HOLDERS OF SENIOR DEBT                     101
SECTION 12.9.     SECURITYHOLDERS AUTHORIZE TRUSTEE
                  TO EFFECTUATE SUBORDINATION OF NOTES                     102
SECTION 12.10.    RIGHT OF TRUSTEE TO HOLD SENIOR DEBT                     102
SECTION 12.11.    ARTICLE XII NOT TO PREVENT EVENTS OF DEFAULT             102
SECTION 12.12.    NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF
                  SENIOR DEBT                                              103
ARTICLE XIII

MISCELLANEOUS                                                              103
SECTION 13.1.     TIA CONTROLS                                             103
SECTION 13.2.     NOTICES                                                  103
SECTION 13.3.     COMMUNICATIONS BY HOLDERS WITH OTHER
                  HOLDERS                                                  104
SECTION 13.4.     CERTIFICATE AND OPINION AS TO CONDITIONS
                  PRECEDENT                                                104
SECTION 13.5.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION            105
SECTION 13.6.     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR                105
SECTION 13.7.     LEGAL HOLIDAYS                                           105
SECTION 13.8.     GOVERNING LAW                                            106
SECTION 13.9.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS            106
SECTION 13.10.    NO RECOURSE AGAINST OTHERS                               106
SECTION 13.11.    SUCCESSORS                                               107
SECTION 13.12.    DUPLICATE ORIGINALS                                      107
SECTION 13.13.    SEVERABILITY                                             107
SECTION 13.14.    TABLE OF CONTENTS, HEADINGS, ETC                         107
SECTION 13.15.    QUALIFICATION OF INDENTURE                               107
SECTION 13.16.    REGISTRATION RIGHTS                                      107
SIGNATURES                                                                 108


                                       v
<PAGE>   7






                                                                          PAGE

EXHIBIT A
FORM OF NOTE                                                               A-1
EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER                                            B-1
EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE                                            C-1
EXHIBIT D
FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR                                          D-1


                                       vi
<PAGE>   8






                              CROSS-REFERENCE TABLE

  TIA                                                               INDENTURE
SECTION                                                              SECTION
310(a)(1)                                                             7.10
   (a)(2)                                                             7.10
   (a)(3)                                                             N.A.
   (a)(4)                                                             N.A.
   (a)(5)                                                             7.10
   (b)                                                                7.10
   (c)                                                                N.A.

311(a)                                                                7.11
   (b)                                                                7.11
   (c)                                                                N.A.

312(a)                                                                2.5
   (b)                                                                13.3
   (c)                                                                13.3

313(a)                                                                7.6
   (b)                                                                7.6
   (c)                                                                7.6
   (d)                                                                N.A.

314(a)                                                        4.7(a), 4.8
   (b)(1)                                                             N.A.
   (b)(2)                                                             N.A.
   (c)(1)                                                             N.A.
   (c)(2)                                                             N.A.
   (c)(3)                                                             N.A.
   (d)                                                                N.A.
   (e)                                                                N.A.
   (f)                                                                N.A.

315(a)                                                                N.A.
   (b)                                                                7.5
   (c)                                                                7.1
   (d)                                                                7.1
   (e)                                                                N.A.

316(a)(last sentence)                                                 2.9


                                      vii
<PAGE>   9




TIA                                                                 INDENTURE
SECTION                                                              SECTION

   (a)(1)(A)                                                          N.A.
   (a)(1)(B)                                                          N.A.
   (a)(2)                                                             N.A.
   (b)                                                                6.8
317(a)(1)                                                             6.5
   (a)(2)                                                             6.4
   (b)                                                                2.4
318(a)                                                                N.A.
   (b)                                                                N.A.
   (c)                                                                13.1

N.A. means Not Applicable
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of this Indenture.



                                      viii

<PAGE>   10



     INDENTURE, dated as of June 28, 2001, by and among Penton Media, Inc., a
Delaware corporation (the "Company"), the Guarantors (as defined) and The Bank
of New York, as trustee (the "Trustee").

     Each party hereto agrees as follows for the benefit of each other party and
for the equal and ratable benefit of the Holders of the Company's 10.375% Series
A Senior Subordinated Notes due 2011 and the class of 10.375% Series B Senior
Subordinated Notes due 2011 to be exchanged for the 10.375% Series A Senior
Subordinated Notes due 2011:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. DEFINITIONS

     "144A Global Note" means one or more Global Notes bearing the Private
Placement Legend that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold in reliance
on Rule 144A.

     " Acceleration Notice" shall have the meaning specified in Section 6.2.

     "Acquired Indebtedness" means Indebtedness (including Disqualified Capital
Stock) of any Person existing at the time such Person becomes a Subsidiary of
the Company, including by designation, or is merged or consolidated into or with
the Company or one of its Subsidiaries.

     "Acquisition" means the purchase or other acquisition of any Person or all
or substantially all the assets of any Person by any other Person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.

     "Additional Notes" means additional Notes having identical terms and
conditions to the Notes issued on the Issue Date that may be issued pursuant to
this Indenture after the Issue Date, other than pursuant to an Exchange Offer or
otherwise in exchange for or in replacement of outstanding Notes.

     "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term "control" means the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise; provided, that with respect to ownership interest in the Company
and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting
power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to constitute
control. Notwithstanding the foregoing, Affiliate shall not include Wholly Owned
Subsidiaries.


<PAGE>   11



     "Affiliate Transaction" shall have the meaning specified in Section 4.10.

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

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

     "Asset Sale" shall have the meaning specified in Section 4.14.

     "Asset Sale Offer" shall have the meaning specified in Section 4.14.

     "Asset Sale Offer Amount" shall have the meaning specified in Section 4.14.

     "Asset Sale Offer Period" shall have the meaning specified in Section 4.14.

     "Asset Sale Offer Price" shall have the meaning specified in Section 4.14.

     "Authentication Order" shall have the meaning specified in Section 2.2.

     "Average Life" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (1) the sum of the
products (a) of the number of years from the date of determination to the date
or dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (2) the sum of all such principal (or redemption)
payments.

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

     "Beneficial Owner" or "beneficial owner" for purposesof the definition of
Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3
and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or
not applicable.

     "Board of Directors" means, with respect to any Person, the board of
directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the board of directors of such Person.

     "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

     "Broker-Dealer" means any broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer in exchange for Notes that were acquired
by such broker-dealer as a result of market-making or other trading activities.


                                        2
<PAGE>   12



     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.

     "Capital Stock" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

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

     "Cash" or "cash" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public or private debts.

     "Cash Equivalent" means:



          (1) securities issued or directly and fully guaranteed or insured by
     the United States of America or any agency or instrumentality thereof
     (provided, that the full faith and credit of the United States of America
     is pledged in support thereof); or

          (2) time deposits and certificates of deposit and commercial paper
     issued by the parent corporation of any domestic commercial bank of
     recognized standing having capital and surplus in excess of $500,000,000;
     or

          (3) commercial paper issued by others rated at least A-2 or the
     equivalent thereof by S&P or at least P-2 or the equivalent thereof by
     Moody's Investors Service, Inc.; or

          (4) readily marketable direct obligations issued by any state of the
     United States of America or any political subdivision thereof having one of
     the two highest rating categories obtainable from either Moody's or S&P; or

          (5) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (1) and (2) above
     entered into with any financial institution meeting the qualifications
     specified in clause (2) above,

     and in the case of each of (1), (2), (3) and (4), maturing within one year
     after the date of acquisition.

     "Change of Control" means:



                                       3
<PAGE>   13



                    (1) any sale, transfer, conveyance or other disposition
               (other than by way of merger or consolidation) of all or
               substantially all of the Company's assets, on a consolidated
               basis, in one transaction or a series of related transactions, to
               any "person" (including any group that is deemed to be a
               "person");

                    (2) the consummation of any transaction, including, without
               limitation, any merger or consolidation, whereby any "person"
               (including any group that is deemed to be a "person" ) is or
               becomes the "beneficial owner," directly or indirectly, of more
               than 35% of the aggregate Voting Equity Interests of the
               surviving entity or entities;

                    (3) the Continuing Directors cease for any reason to
               constitute a majority of the Company's Board of Directors then in
               office; or

                    (4) the Company adopts a plan of liquidation.

               As used in this definition, "person" (including any group that is
          deemed to be a "person") has the meaning given by Section 13(d) of the
          Exchange Act, whether or not applicable.

          "Change of Control Offer" shall have the meaning specified in Section
     10.1.

          "Change of Control Offer Period" shall have the meaning specified in
     Section 10.1.

          "Change of Control Purchase Date" shall have the meaning specified in
     Section 10.1.

          "Change of Control Purchase Price" shall have the meaning specified in
     Section 10.1.

          "Clearstream" means Clearstream Banking S.A., or its successors.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Common Stock" means the common stock of the Company, par value $.01
     per share.

          "Company" means the party named as such in this Indenture until a
     successor replaces it pursuant to this Indenture, and thereafter means such
     successor.

          "Consolidated EBITDA" means, with respect to any Person, for any
     period, the Consolidated Net Income of such Person for such period adjusted
     to add thereto (to the extent deducted from net revenues in determining
     Consolidated Net Income), without duplication, the sum of:

                    (1) Consolidated income tax expense;

                    (2) Consolidated depreciation and amortization expense;

                    (3) Consolidated Fixed Charges; and


                                       4
<PAGE>   14



                    (4) all other non-cash items reducing Consolidated Net
               Income (other than items that will require cash payments and for
               which an accrual or reserve is, or is required by GAAP to be,
               made), less all non-cash items increasing Consolidated Net
               Income, all as determined on a consolidated basis in accordance
               with GAAP,

less the amount of all cash payments made by such Person or any of its
Subsidiaries during such period to the extent such payments relate to non-cash
charges that were added back in determining Consolidated EBITDA for such period
or any prior period; provided, that consolidated income tax expense and
depreciation and amortization and other non-cash charges of a Subsidiary that is
a less than Wholly Owned Subsidiary shall only be added to the extent of the
equity interest of such Person in such Subsidiary.

     "Consolidated Fixed Charges" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of:

          (a) interest expensed or capitalized, paid, accrued, or scheduled to
     be paid or accrued (including, in accordance with the following sentence,
     interest attributable to Capitalized Lease Obligations) of such Person and
     its Consolidated Subsidiaries during such period, including (1) original
     issue discount and non-cash interest payments or accruals on any
     Indebtedness, (2) the interest portion of all deferred payment obligations,
     and (3) all commissions, discounts and other fees and charges owed with
     respect to bankers' acceptances and letters of credit financings and
     currency and Interest Swap and Hedging Obligations, in each case to the
     extent attributable to such period; and

          (b) the amount of dividends accrued or payable (or guaranteed) by such
     Person or any of its Consolidated Subsidiaries in respect of Preferred
     Stock (other than by Subsidiaries of such Person to such Person or such
     Person's Consolidated Subsidiaries).

For purposes of this definition, (x) interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined in good
faith by the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP and (y) interest expense attributable
to any Indebtedness represented by the guarantee by such Person or a Subsidiary
of such Person of an obligation of another Person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed.

     "Consolidated Net Income" means, with respect to any Person for any period,
the net income (or loss) of such Person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication):

          (a) all gains (but not losses) that are either extraordinary (as
     determined in accordance with GAAP) or are either unusual or non-recurring
     (including any gain from the sale or other disposition of assets outside
     the ordinary course of business or from the issuance or sale of any capital
     stock);

                                       5
<PAGE>   15



          (b) the net income, if positive, of any Person, other than a
     Consolidated Subsidiary, in which such Person or any of its Consolidated
     Subsidiaries has an interest, except that such Person's or such
     Consolidated Subsidiary's interest in the net income of any such Person for
     such period will be included in such Consolidated Net Income up to the
     aggregate amount of any dividends or distributions actually paid in cash to
     such Person or a Consolidated Subsidiary of such Person during such period;

          (c) the net income or loss of any Person acquired in a pooling of
     interests transaction for any period prior to the date of such acquisition;

          (d) the net income, if positive, of any of such Person's Consolidated
     Subsidiaries to the extent that the declaration or payment of dividends or
     similar distributions is not at the time permitted by operation of the
     terms of its charter or bylaws or any other agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to such Consolidated Subsidiary, except that such Person's
     interest in the net income of any such Consolidated Subsidiary for such
     period will be included in such Consolidated Net Income up to the aggregate
     amount of cash that could have been distributed by such Consolidated
     Subsidiary during such period to such Person as a dividend; and

          (e) the cumulative effect of a change in accounting principles.

     "Consolidated Subsidiary" means, for any Person, each Subsidiary of such
Person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such Person in accordance with GAAP.

     "Consolidation" means, with respect to the Company, the consolidation of
the accounts of the Subsidiaries with those of the Company, all in accordance
with GAAP; provided, that "consolidation" will not include consolidation of the
accounts of any Unrestricted Subsidiary with the accounts of the Company. The
term "consolidated" has a correlative meaning to the foregoing.

     "Continuing Director" means during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved, including new directors designated in or provided for in an agreement
regarding the merger, consolidation or sale, transfer or other conveyance, of
all or substantially all of the assets of the Company, if such agreement was
approved by a vote of such majority of directors).

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New
York 10286, Attention: Corporate Trust



                                       6
<PAGE>   16



Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company), in
either case which shall be located in the Borough of Manhattan, The City of New
York.

     "Covenant Defeasance" shall have the meaning specified in Section 8.3.

     "Credit Agreement" means the credit agreement, dated September 1, 1999, by
and among the Company, certain of its Subsidiaries, certain financial
institutions and Banc of America Securities, LLC, as syndication agent, Bank
One, NA, as documentation agent and The Bank of New York, as administrative
agent, as amended by Amendment No. 1 thereto, dated April 3, 2000, and Amendment
No. 2 thereto, dated October 22, 2000, providing for a revolving credit facility
and long-term loans, in an aggregate amount of up to $330,000,000, and any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as such credit agreement and/or related
documents may be amended, restated, supplemented, renewed, replaced or otherwise
modified from time to time whether or not with the same agent, trustee,
representative lenders or holders, and, subject to the proviso to the next
succeeding sentence, irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Agreement" shall include agreements in respect of Interest Swap and Hedging
Obligations with lenders (or Affiliates thereof) party to the Credit Agreement
and shall also include any amendment, amendment and restatement, renewal,
extension, restructuring, supplement or modification to any Credit Agreement and
all refundings, refinancings and replacements of any Credit Agreement, including
any agreement:

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

                    (2) adding or deleting borrowers or guarantors thereunder,
               so long as borrowers and issuers include one or more of the
               Company and its Subsidiaries and their respective successors and
               assigns;

                    (3) increasing the amount of Indebtedness incurred
               thereunder or available to be borrowed thereunder; provided, that
               on the date such Indebtedness is incurred it would not be
               prohibited by paragraph (b) of Section 4.11; or

                    (4) otherwise altering the terms and conditions thereof in a
               manner not prohibited by the terms of this Indenture.

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

     " Debt Incurrence Ratio" shall have the meaning specified in Section 4.11.

                                       7
<PAGE>   17



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

     "Defaulted Interest" shall have the meaning specified in Section 2.12.

     "Definitive Notes" means one or more certificated Notes registered in the
name of the Holder thereof and issued in accordance with Section 2.6 hereof, in
the form of Exhibit A hereto except that such Note shall not include the
information called for by footnotes 3, 4 and 8 thereof.

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

     "Disqualified Capital Stock" means with respect to any Person, (a) Equity
Interests of such Person that, by its terms or by the terms of any security into
which it is convertible, exercisable or exchangeable, is, or upon the happening
of an event or the passage of time or both would be, required to be redeemed or
repurchased (including at the option of the holder thereof) by such Person or
any of its Subsidiaries, in whole or in part, on or prior to 91 days following
the Stated Maturity of the Notes and (b) any Equity Interests of any Subsidiary
of such Person other than any common equity with no preferences, privileges, and
no redemption or repayment provisions; provided, however, that any Equity
Interest that would constitute Disqualified Capital Stock solely because the
holders thereof have the right to require the issuer to repurchase such
Disqualified Capital Stock upon the occurrence of a change of control shall not
constitute Disqualified Capital Stock if the terms of such Equity Interest
provide that (i) any such repurchases may not be made sooner than 10 days after
the Change of Control Purchase Date for the Notes and (ii) such Equity Interests
so repurchased are fully and absolutely subordinated to the indefeasible payment
in full of all principal, interest and other amounts due under the Notes
repurchased on such Change of Control Purchase Date, and any Equity Interest not
so repurchased shall remain so fully and absolutely subordinated to the Notes
not so repurchased.

     "Distribution Compliance Period" means the 40-day restricted period, as
defined in Rule 903(b)(3) under the Securities Act.

     " DTC" shall have the meaning specified in Section 2.3.

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

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



                                       8
<PAGE>   18



     "Event of Default" shall have the meaning specified in Section 6.1.

     "Excess Proceeds" shall have the meaning specified in Section 4.14.

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

     "Exchange Notes" means Series B Notes issued pursuant to an Exchange Offer.

     "Exchange Offer" means an offer that may be made by the Company pursuant to
the Registration Rights Agreement to exchange Exchange Notes for Series A Notes.

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

     "Exempted Affiliate Transaction" means (a) the payment of reasonable fees
and compensation to and indemnity provided for the benefit of directors,
officers, employees or consultants of the Company or any Guarantor in the
ordinary course of business and consistent with past practices or approved by a
majority of the independent members of the Board of Directors of the Company (or
a committee comprised solely of independent directors), (b) a transaction solely
between the Company and any of its Consolidated Subsidiaries or solely among
Consolidated Subsidiaries of the Company, (c) any issuance of securities
pursuant to, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, bonus plans,
stock option and stock ownership plans approved by the Board of Directors of the
Company, (d) loans or advances to employees existing on the Issue Date and,
thereafter, in the ordinary course of business in accordance with past practices
of the Company or any Guarantor, but in any event not to exceed $5,000,000 in
the aggregate outstanding at any one time (excluding amounts loaned or advanced
in accordance with clause (e) of the definition of "Permitted Investment"); (e)
the issuance or sale of any Qualified Capital Stock of the Company approved by a
majority of the members of the Board of Directors and, if any, a majority of the
independent members of such Board of Directors, and (f) any Restricted Payments
and Investments permitted by the provisions of Section 4.3.

     "Existing Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Issue Date, reduced to the extent such amounts are repaid, refinanced or
retired.

     "Foreign Subsidiary" means any Subsidiary of the Company which (i) is not
organized under the laws of the United States, any state thereof or the District
of Columbia and (ii) conducts substantially all of its business operations
outside the United States of America.

     "GAAP" means United States generally accepted accounting principles as in
effect on the Issue Date as set forth in (1) the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants, (2) statements and pronouncements of the Financial Accounting
Standards Board, (3) such other statements by such other entity as approved

                                       9
<PAGE>   19



by a significant segment of the accounting profession in the United States and
(4) the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with
GAAP.

     "Global Notes" means one or more Notes in the form of Exhibit A hereto that
includes the information referred to in footnotes 3, 4 and 8 to the form of
Note, attached hereto as Exhibit A, issued under this Indenture, that is
deposited with or on behalf of and registered in the name of the Depositary or
its nominee.

     "Global Note Legend" means the legend set forth in Section 2.6(g)(2), which
is required to be placed on all Global Notes issued under this Indenture.

     "Guarantee" shall have the meaning provided in Section 11.1.

     "Guarantor" means each of the Company's present and future Subsidiaries
that at the time are guarantors of the Notes in accordance with this Indenture.

     "Holder" or "Securityholder" means the Person in whose name a Note is
registered on the Registrar's books.

     "incur" or "incurrence" shall have the meaning specified in Section 4.11.

     " Incurrence Date" shall have the meaning specified in Section 4.11.

     " Indebtedness" of any Person means, without duplication,

          (a) all liabilities and obligations, contingent or otherwise, of such
     Person, to the extent such liabilities and obligations would appear as a
     liability upon the consolidated balance sheet of such Person in accordance
     with GAAP, (1) in respect of 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), (2) evidenced by bonds, notes, debentures or similar
     instruments, (3) representing the balance deferred and unpaid of the
     purchase price of any property or services, except those incurred in the
     ordinary course of its business that would constitute ordinarily a trade
     payable to trade creditors;

          (b) all liabilities and obligations, contingent or otherwise, of such
     Person (1) evidenced by bankers' acceptances or similar instruments issued
     or accepted by banks, (2) relating to any Capitalized Lease Obligation, or
     (3) evidenced by a letter of credit or a reimbursement obligation of such
     Person with respect to any letter of credit;

          (c) all net obligations of such Person under Interest Swap and Hedging
     Obligations;



                                       10
<PAGE>   20



          (d) all liabilities and obligations of others of the kind described in
     the preceding clause (a), (b) or (c) that such Person has guaranteed or
     provided credit support or that is otherwise its legal liability or which
     are secured by any assets or property of such Person;

          (e) any and all deferrals, renewals, extensions, refinancing and
     refundings (whether direct or indirect) of, or amendments, modifications or
     supplements to, any liability of the kind described in any of the preceding
     clauses (a), (b), (c) or (d), or this clause (e), whether or not between or
     among the same parties; and

          (f) all Disqualified Capital Stock of such Person (measured at the
     greater of its voluntary or involuntary maximum fixed repurchase price plus
     accrued and unpaid dividends);

provided, that (1) any indebtedness which has been defeased in accordance with
GAAP or defeased pursuant to the deposit of cash or Government Securities (in an
amount sufficient to satisfy all such indebtedness obligations at maturity or
redemption, as applicable, and all payments of interest and premium, if any) in
a trust or account created or pledged for the sole benefit of the holders of
such indebtedness, and subject to no other Liens, and the other applicable terms
of the instrument governing such indebtedness, and (2) obligations created,
issued or incurred by any Person with respect to customer subscription payments
or customer deposits for trade shows and exhibitions shall not constitute
"Indebtedness."

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

     The amount of any Indebtedness outstanding as of any date shall be (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount will
not be deemed to be an incurrence and (2) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

     "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof.

     "Indirect Participant" means any entity that, with respect to DTC, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.

     "Initial Purchasers" means Credit Suisse First Boston Corporation, Salomon
Smith Barney Inc., BNY Capital Markets, Inc., First Union Securities, Inc. and
Fleet Securities, Inc.



                                       11
<PAGE>   21



     "Initial Notes" means the 10.375% Series A Senior Subordinated Notes due
2011, as supplemented from time to time in accordance with the terms hereof,
issued under this Indenture that contain the information referred to in
footnotes 6 and 7 to the form of Note attached hereto as Exhibit A.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

     "Interest Payment Date" means the stated due date of an installment of
interest on the Notes.

     "Interest Swap and Hedging Obligation" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

     " Investment" by any Person in any other Person means (without
duplication):

          (a) the acquisition (whether by purchase, merger, consolidation or
     otherwise) by such Person (whether for cash, property, services, securities
     or otherwise) of Equity Interests, capital stock, bonds, notes, debentures,
     partnership or other ownership interests or other securities, including any
     options or warrants, of such other Person or any agreement to make any such
     acquisition;

          (b) the making by such Person of any deposit with, or advance, loan or
     other extension of credit to, such other Person (including the purchase of
     property from another Person subject to an understanding or agreement,
     contingent or otherwise, to resell such property to such other Person) or
     any commitment to make any such advance, loan or extension (but excluding
     accounts receivable, endorsements for collection or deposits arising in the
     ordinary course of business);

          (c) other than guarantees of Indebtedness of the Company or any
     Guarantor to the extent permitted by Section 4.11, the entering into by
     such Person of any guarantee of, or other credit support or contingent
     obligation with respect to, Indebtedness or other liability of such other
     Person;

          (d) the making of any capital contribution by such Person to such
     other Person; and

          (e) the designation by the Board of Directors of the Company of any
     Person to be an Unrestricted Subsidiary.



                                       12
<PAGE>   22



The Company shall be deemed to make an Investment in an amount equal to the fair
market value of the net assets of any subsidiary (or, if neither the Company nor
any of its Subsidiaries has theretofore made an Investment in such subsidiary,
in an amount equal to the Investments being made), at the time that such
subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of
the Company shall be deemed an Investment valued at its fair market value at the
time of such transfer. The Company or any of its Subsidiaries shall be deemed to
have made an Investment in a Person that is or was required to be a Guarantor
if, upon the issuance, sale or other disposition of any portion of the Company's
or the Subsidiary's ownership in the Capital Stock of such Person, such Person
ceases to be a Guarantor. The fair market value of each Investment shall be
measured at the time made or returned, as applicable.

     "Issue Date" means the date of first issuance of the Notes under this
Indenture.

     "Junior Security" means any Qualified Capital Stock and any Indebtedness of
the Company or a Guarantor, as applicable, that is contractually subordinated in
right of payment to Senior Debt at least to the same extent as the Notes or the
Guarantee, as applicable, and has no scheduled installment of principal due, by
redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Notes; provided, that in the case of subordination in respect of
Senior Debt under the Credit Agreement, "Junior Security" shall mean any
Qualified Capital Stock and any Indebtedness of the Company or a Guarantor, as
applicable, that:

          (1) has a final maturity date occurring after the final maturity date
     of, all Senior Debt outstanding under the Credit Agreement on the date of
     issuance of such Qualified Capital Stock or Indebtedness;

          (2) is unsecured;

          (3) has an Average Life longer than the security for which such
     Qualified Capital Stock or Indebtedness is being exchanged; and

          (4) by their terms or by law are subordinated to Senior Debt
     outstanding under the Credit Agreement on the date of issuance of such
     Qualified Capital Stock or Indebtedness at least to the same extent as the
     Notes.

     "Legal Defeasance" shall have the meaning specified in Section 8.2.

     "Legal Holiday" shall have the meaning specified in Section 13.7.

     "Leverage Ratio" on any date of determination (the "Transaction Date")
means the ratio, on a pro forma basis, of (a) the aggregate amount of
Indebtedness of the Company and its Subsidiaries on a consolidated basis to (b)
the aggregate amount of Consolidated EBITDA of the Company attributable to
continuing operations and business (exclusive of amounts attributable to
operations

                                       13
<PAGE>   23



and businesses permanently discontinued or disposed of) for the Reference
Period; provided, that for purposes of calculating Consolidated EBITDA for this
definition:

                    (i) Acquisitions that were made by the Company or any of its
               Subsidiaries (including any Person who subsequently became a
               Subsidiary or that was merged with or into the Company or another
               Subsidiary) during the Reference Period or subsequent to the
               Reference Period and on or prior to the Transaction Date shall be
               assumed to have occurred on the first day of the Reference Period
               without regard to the effect of clause (c) of the definition of
               "Consolidated Net Income," and any pro forma adjustments shall be
               made in accordance with Regulation S-X promulgated by the SEC;

                    (ii) transactions giving rise to the need to calculate the
               Leverage Ratio shall be assumed to have occurred on the first day
               of the Reference Period without regard to the effect of clause
               (c) of the definition of "Consolidated Net Income;"

                    (iii) the incurrence of any Indebtedness or issuance of any
               Disqualified Capital Stock during the Reference Period or
               subsequent to the Reference Period and on or prior to the
               Transaction Date (and the application of the proceeds therefrom
               to the extent used to refinance or retire other Indebtedness)
               shall be assumed to have occurred on the first day of the
               Reference Period; and

                    (iv) the Consolidated Fixed Charges of such Person
               attributable to interest on any Indebtedness or dividends on any
               Disqualified Capital Stock bearing a floating interest (or
               dividend) rate shall be computed on a pro forma basis as if the
               average rate in effect from the beginning of the Reference Period
               to the Transaction Date had been the applicable rate for the
               entire period, unless such Person or any of its Subsidiaries is a
               party to an Interest Swap or Hedging Obligation (which shall
               remain in effect for the twelve-month period immediately
               following the Transaction Date) that has the effect of fixing the
               interest rate on the date of computation, in which case such rate
               (whether higher or lower) shall be used.

     "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

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

     "Maturity Date" means, when used with respect to any Note, the date
specified on such Note as the fixed date on which the final installment of
principal of such Note is due and payable (in the absence of any acceleration
thereof pursuant to the provisions of this Indenture regarding acceleration of
Indebtedness or any Change of Control Offer or Asset Sale Offer).

     " Moody's" means Moody's Investors Service, Inc. and its successors.



                                       14
<PAGE>   24



     "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents
received by the Company in the case of a sale of Qualified Capital Stock and by
the Company and its Subsidiaries in respect of an Asset Sale plus, in the case
of an issuance of Qualified Capital Stock upon any exercise, exchange or
conversion of securities (including options, warrants, rights and convertible or
exchangeable debt) of the Company that were issued for cash on or after the
Issue Date, the amount of cash originally received by the Company upon the
issuance of such securities (including options, warrants, rights and convertible
or exchangeable debt) less, in each case, the sum of all payments, fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses
(including, without limitation, the fees and expenses of legal counsel and
investment banking fees and expenses) incurred in connection with such Asset
Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only,
less the amount (estimated reasonably and in good faith by the Company) of
income, franchise, sales and other applicable taxes required to be paid by the
Company or any of its respective Subsidiaries in connection with such Asset Sale
in the taxable year that such sale is consummated or in the immediately
succeeding taxable year, the computation of which shall take into account the
reduction in tax liability resulting from any available operating losses and net
operating loss carryovers, tax credits and tax credit carryforwards, and similar
tax attributes.

     "Non-Recourse Indebtedness" means Indebtedness (a) as to which neither the
Company nor any of its Subsidiaries (1) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (2) is directly or indirectly liable (as a guarantor or
otherwise), or (3) constitutes the lender, and (b) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

     "Notes" means, collectively (i) the Initial Notes, (ii) the Exchange Notes,
when and if issued as provided in the Registration Rights Agreement, and (iii)
the Additional Notes.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable in
respect of Senior Debt.

     "Offering" means the offering of the Notes by the Company.

     "Officer" means, with respect to the Company or any Guarantor, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer, the Controller, or the Secretary of the Company or such
Guarantor.

     "Officers' Certificate" means, with respect to the Company or any
Guarantor, a certificate signed by two Officers or by an Officer and an
Assistant Secretary of the Company or such Guarantor and otherwise complying
with the requirements of Sections 13.4 and 13.5.

                                       15
<PAGE>   25



     "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
13.4 and 13.5.

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

     "Paying Agent" shall have the meaning specified in Section 2.3.

     "Payment Blockage Period" shall have the meaning specified in Section 12.2.

     "Payment Default" shall have the meaning specified in Section 12.2.

     "Payment Notice" shall have the meaning specified in Section 12.2.

     "Permitted Earn-Out Obligations" means any obligation of the Company or any
Guarantor requiring the Company or such Guarantor to make a payment in respect
of an adjustment to the purchase price, or any similar obligation, in either
case, incurred or assumed in connection with an Acquisition by the Company or
such Guarantor.

     "Permitted Indebtedness" means that:

          (a) the Company and the Guarantors may incur Indebtedness evidenced by
     the Notes and the Guarantees issued pursuant to this Indenture up to the
     amounts being issued on the original Issue Date less any amounts repaid or
     retired;

          (b) the Company and the Guarantors, as applicable, may incur
     Refinancing Indebtedness with respect to any Existing Indebtedness or any
     Indebtedness (including Disqualified Capital Stock) described in clause (a)
     of this definition or incurred pursuant to the Debt Incurrence Ratio, or
     which was refinanced pursuant to this clause (b);

          (c) the Company and its Subsidiaries may incur Indebtedness solely in
     respect of bankers acceptances, performance bonds and letters of credit to
     the extent not drawn upon (to the extent that such incurrence does not
     result in the incurrence of any obligation to repay any obligation relating
     to borrowed money or other Indebtedness), all in the ordinary course of
     business in accordance with customary industry practices, in amounts and
     for the purposes customary in the Company's industry; provided, that the
     aggregate principal amount outstanding of such Indebtedness (including any
     Refinancing Indebtedness and any other Indebtedness issued to retire,
     refinance, refund, defease or replace such Indebtedness) shall at no time
     exceed $10,000,000;

          (d) the Company may incur Indebtedness owed to (borrowed from) any
     Guarantor, and any Guarantor may incur Indebtedness owed to (borrowed from)
     any other Guarantor or the Company; provided, that in the case of
     Indebtedness of the Company, such obligations shall be unsecured and
     contractually subordinated in all respects to the Company's obligations
     pursuant

                                       16
<PAGE>   26



     to the Notes and any event that causes such Guarantor no longer to be a
     Guarantor (including by designation to be an Unrestricted Subsidiary) shall
     be deemed to be a new incurrence by such issuer of such Indebtedness and
     any guarantor thereof subject to the provisions of Section 4.11;

          (e) the Company and the Guarantors may incur Interest Swap and Hedging
     Obligations that are incurred for the purpose of fixing or hedging interest
     rate or currency risk with respect to any fixed or floating rate
     Indebtedness that is permitted by this Indenture to be outstanding or any
     receivable or liability the payment of which is determined by reference to
     a foreign currency (and not for the purpose of speculation); provided, that
     the notional amount of any such Interest Swap and Hedging Obligation does
     not exceed the principal amount of Indebtedness to which such Interest Swap
     and Hedging Obligation relates; and

          (f) the Company and the Guarantors may incur Indebtedness arising from
     Permitted Earn-Out Obligations; provided, that either (1) immediately after
     giving effect thereto, on a pro forma basis, the Company would be permitted
     to incur at least $1.00 of additional Indebtedness pursuant to the Debt
     Incurrence Ratio or (2) the Company could incur the amount of such
     Indebtedness under any of clauses (a) or (b) set forth in Section 4.11 (or
     a combination thereof), and, in such event, such incurrence shall, until
     such time as the aggregate amount incurred is paid, reduce the amount
     available under any of such clauses (or a combination thereof), as
     determined by the Company, in an aggregate amount equal to the Permitted
     Earn-Out Obligation.

     " Permitted Investment" means:

               (a) any Investment in any of the Notes;

               (b) any Investment in Cash Equivalents;

               (c) intercompany notes to the extent permitted under clause (d)
          of the definition of "Permitted Indebtedness;

               (d) any Investment by the Company or any Guarantor in the Company
          or any Guarantor, or in a Person in a Related Business if as a result
          of such Investment such Person immediately becomes a Subsidiary or
          such Person is immediately merged with or into the Company or a
          Guarantor;

               (e) loans or advances to executives of the Company pursuant to
          the Company's Executive Loan Program, established in January 2000, in
          accordance with past practices of the Company, but in any event not to
          exceed $2,000,000 in the aggregate per year;

               (f) other Investments in any Person or Persons, provided, that
          after giving pro forma effect to each such Investment, the aggregate
          amount of all such Investments made on and after the Issue Date
          pursuant to this clause (f) that are outstanding (after giving effect
          to any such Investments that are returned to the Company or the
          Guarantor that made such prior Investment, without restriction, in
          cash on or prior to the date of any such calculation, but only up to
          the amount

                                       17
<PAGE>   27



          of the Investment made under this clause (f) in such Person) at any
          time does not in the aggregate exceed $15,000,000 (measured by the
          value attributed to the Investment at the time made or returned, as
          applicable);

               (g) any asset exchange permitted under clause (7) of Section
          4.14;

               (h) Investments made by the Issuer or its Subsidiaries as a
          result of non-cash consideration received in connection with an Asset
          Sale made in compliance with Section 4.14; and

               (i) any Investment by the Company in a Person as a result of
          which the Company or any Guarantor holds a minority interest in such
          Person; provided, that any such Investment may only be made with the
          aggregate Asset Sale Offer Amount, if any, remaining after payment of
          all amounts payable in connection with any Asset Sale Offer.

     "Permitted Lien" means:

               (a) Liens existing on the Issue Date;

               (b) Liens imposed by governmental authorities for taxes,
          assessments or other charges not yet subject to penalty or which are
          being contested in good faith and by appropriate proceedings, if
          adequate reserves with respect thereto are maintained on the books of
          the Company in accordance with GAAP;

               (c) statutory liens of carriers, warehousemen, mechanics,
          material men, landlords, repairmen or other like Liens arising by
          operation of law in the ordinary course of business provided that (1)
          the underlying obligations are not overdue for a period of more than
          60 days, or (2) such Liens are being contested in good faith and by
          appropriate proceedings and adequate reserves with respect thereto are
          maintained on the books of the Company in accordance with GAAP;

               (d) Liens securing the performance of bids, trade contracts
          (other than borrowed money), leases, statutory obligations, surety and
          appeal bonds, performance bonds and other obligations of a like nature
          incurred in the ordinary course of business;

               (e) easements, rights-of-way, zoning, similar restrictions and
          other similar encumbrances or minor imperfections of title which, in
          the aggregate, do not in any case materially detract from the value of
          the property subject thereto (as such property is used by the Company
          or any of its Subsidiaries) or interfere with the ordinary conduct of
          the business of the Company and any of its Subsidiaries taken as a
          whole;

               (f) Liens arising by operation of law in connection with
          judgments, only to the extent, for an amount and for a period not
          resulting in an Event of Default with respect thereto;



               (g) pledges or deposits made in the ordinary course of business
          in connection with workers' compensation, unemployment insurance and
          other types of social security legislation;

                                       18
<PAGE>   28



               (h) Liens securing the Notes;

               (i) Liens securing Indebtedness of a Person existing at the time
          such Person becomes a Subsidiary or is merged with or into the Company
          or a Subsidiary or Liens securing Indebtedness incurred in connection
          with an Acquisition, provided, that such Liens were in existence prior
          to the date of such acquisition, merger or consolidation, were not
          incurred in anticipation thereof, and do not extend to any other
          assets;

               (j) leases or subleases granted to other Persons in the ordinary
          course of business not materially interfering with the conduct of the
          business of the Company or any of its Subsidiaries or materially
          detracting from the value of the relative assets of the Company or any
          Subsidiary;

               (k) Liens arising from precautionary Uniform Commercial Code
          financing statement filings regarding operating leases entered into by
          the Company or any of its Subsidiaries in the ordinary course of
          business;

               (l) Liens securing Refinancing Indebtedness incurred to refinance
          any Indebtedness that was previously so secured in a manner no more
          adverse to the Holders of the Notes than the terms of the Liens
          securing such refinanced Indebtedness, and provided that the
          Indebtedness secured is not increased and the Lien is not extended to
          any additional assets or property that would not have been security
          for the Indebtedness refinanced; and

               (m) Liens securing Senior Debt of the Company or any Guarantor,
          including Indebtedness incurred under the Credit Agreement in
          accordance with the terms of clause (b) of Section 4.11.

     "Person" or "person" means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, unincorporated
association, governmental regulatory entity, country, state or political
subdivision thereof, trust, municipality or other entity.

     "Preferred Stock" means any Equity Interest of any class or classes of a
Person (however designated) which is preferred as to payments of dividends, or
as to distributions upon any liquidation or dissolution, over Equity Interests
of any other class of such Person.

     "Private Placement Legend" means the legend set forth in Section 2.6(g)(1)
to be placed on all Notes issued under this Indenture except where specifically
stated otherwise by the provisions of this Indenture.

     "principal" of any Indebtedness means the principal of such Indebtedness.

     "property" means any right or interest in or to property or assets of any
kind whatsoever, whether real, personal or mixed and whether tangible,
intangible, contingent, direct or indirect.

                                       19
<PAGE>   29



     "Pro Forma" or "pro forma" shall have the meaning set forth in Regulation
S-X of the Securities Act, unless otherwise specifically stated herein.

     "Public Equity Offering" means an underwritten public offering for cash
pursuant to a registration statement filed with the SEC in accordance with the
Securities Act of Qualified Capital Stock of the Company.

     "Purchase Agreement" means the Purchase Agreement, dated June 21, 2001, by
and among the Company, the Guarantors and the Initial Purchasers, as such
agreement may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

     "Purchase Money Indebtedness" of any Person means any Indebtedness of such
Person to any seller or other Person incurred solely to finance the acquisition
(including in the case of a Capitalized Lease Obligation, the lease),
construction, installation or improvement of any after acquired real or personal
tangible property (including Capital Stock) which, in the reasonable good faith
judgment of the Board of Directors of the Company, is directly related to a
Related Business of the Company and which is incurred concurrently with such
acquisition, construction, installation or improvement and is secured only by
the assets so financed.

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

     "Qualified Capital Stock" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

     "Qualified Exchange" means:

               (1) any legal defeasance, redemption, retirement, repurchase or
          other acquisition of Capital Stock, or Indebtedness of the Company
          issued after the Issue Date with the Net Cash Proceeds received by the
          Company from the substantially concurrent sale of its Qualified
          Capital Stock (other than to a Subsidiary); or

               (2) any issuance of Qualified Capital Stock of the Company in
          exchange for any Capital Stock or Indebtedness of the Company issued
          after the Issue Date.

     "Record Date" means a record date specified in the Notes whether or not
such record date is a Business Day, or, if applicable, as specified in Section
2.12.

     "Redemption Date," when used with respect to any Note to be redeemed, means
the date fixed for such redemption pursuant to Article III of this Indenture and
Section 5 in the form of Note attached hereto as Exhibit A.

     "Redemption Price," when used with respect to any Note to be redeemed,
means the redemption price for such redemption pursuant to Section 5 in the form
of Note attached hereto as

                                       20
<PAGE>   30



Exhibit A, which shall include, without duplication, in each case, accrued and
unpaid interest and Liquidated Damages, if any, to the Redemption Date.

     "Reference Period" with regard to any Person means the four full fiscal
quarters ended immediately preceding any date upon which any determination is to
be made pursuant to the terms of the Notes or this Indenture.

     "Refinancing Indebtedness" means Indebtedness (including Disqualified
Capital Stock) (a) issued in exchange for, or the proceeds from the issuance and
sale of which are used substantially concurrently to repay, redeem, defease,
refund, refinance, discharge or otherwise retire for value, in whole or in part,
or (b) constituting an amendment, modification or supplement to, or a deferral
or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness (including Disqualified Capital Stock) in a principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, not to exceed
(after deduction of reasonable and customary fees and expenses incurred in
connection with the Refinancing plus the amount of any premium paid in
connection with such Refinancing in accordance with the terms of the documents
governing the Indebtedness refinanced without giving effect to any modification
thereof made in connection with or in contemplation of such refinancing) the
lesser of (1) the principal amount or, in the case of Disqualified Capital
Stock, liquidation preference, of the Indebtedness (including Disqualified
Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was
issued with an original issue discount, the accreted value thereof (as
determined in accordance with GAAP) at the time of such Refinancing; provided,
that (A) such Refinancing Indebtedness is incurred by the Company or by the
Subsidiary who is the obligor on the Indebtedness being refinanced, (B) such
Refinancing Indebtedness shall (x) not have an Average Life shorter than the
Indebtedness (including Disqualified Capital Stock) to be so refinanced at the
time of such Refinancing and (y) in all respects, be no less contractually
subordinated or junior, if applicable, to the rights of Holders of the Notes
than was the Indebtedness (including Disqualified Capital Stock) to be
refinanced, (C) such Refinancing Indebtedness shall have a final stated maturity
or redemption date, as applicable, no earlier than the final stated maturity or
redemption date, as applicable, of the Indebtedness (including Disqualified
Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated
Maturity of the Notes, and (D) such Refinancing Indebtedness shall be secured
(if secured) in a manner no more adverse to the Holders of the Notes than the
terms of the Liens (if any) securing such refinanced Indebtedness, including,
without limitation, the amount of Indebtedness secured shall not be increased.

     "Reg S Permanent Global Note" means one or more permanent Global Notes
bearing the Private Placement Legend, that will be issued in an aggregate amount
of denominations equal in total to the outstanding principal amount of the Reg S
Temporary Global Note upon expiration of the Distribution Compliance Period.

     "Reg S Temporary Global Note" means one or more temporary Global Notes
bearing the Private Placement Legend and the Reg S Temporary Global Note Legend,
issued in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

                                       21
<PAGE>   31



     "Reg S Temporary Global Note Legend" means the legend set forth in Section
2.6(g)(3), which is required to be placed on all Reg S Temporary Global Notes
issued under this Indenture.

     "Registrar" shall have the meaning specified in Section 2.3.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the Issue Date, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.

     "Regulation S" means Regulation S promulgated under the Securities Act, as
it may be amended from time to time, and any successor provision thereto.

     "Regulation S Global Note" means a Reg S Temporary Global Note or a Reg S
Permanent Global Note, as the case may be.

     "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses.

     "Restricted Definitive Note" means one or more Definitive Notes bearing the
Private Placement Legend, issued under this Indenture.

     "Restricted Global Note" means one or more Global Notes bearing the Private
Placement Legend, issued under this Indenture; provided, that in no case shall
an Exchange Note issued in accordance with this Indenture and the terms of the
Registration Rights Agreement be a Restricted Global Note.

     "Restricted Investment" means, in one or a series of related transactions,
any Investment, other than Permitted Investments.

     "Restricted Note" means a Note, unless or until it has been (i) effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering it or (ii) distributed to the public pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act;
provided, that in no case shall an Exchange Note issued in accordance with this
Indenture and the terms and provisions of the Registration Rights Agreement be a
Restricted Note.

     "Restricted Payment" means, with respect to any Person:

          (a) the declaration or payment of any dividend or other distribution
     in respect of Equity Interests of such Person or any parent of such Person;

          (b) any payment (except to the extent with Qualified Capital Stock) on
     account of the purchase, redemption or other acquisition or retirement for
     value of Equity Interests of such Person or any or parent of such Person;

                                       22
<PAGE>   32



          (c) other than with the proceeds from the substantially concurrent
     sale of, or in exchange for, Refinancing Indebtedness, any purchase,
     redemption, or other acquisition or retirement for value of, any payment in
     respect of any amendment of the terms of or any defeasance of, any
     Subordinated Indebtedness, directly or indirectly, by such Person or a
     parent or Subsidiary of such Person prior to the scheduled maturity, any
     scheduled repayment of principal, or scheduled sinking fund payment, as the
     case may be, of such Subordinated Indebtedness; and

          (d) any Restricted Investment by such Person;

provided, however, that the term "Restricted Payment" does not include (1) any
dividend, distribution or other payment on or with respect to Equity Interests
of an issuer to the extent payable solely in shares of Qualified Capital Stock
of such issuer or in options, warrants or other rights to purchase such
Qualified Capital Stock, or (2) any dividend, distribution or other payment to
the Company, or to any Guarantor, by any Subsidiary of the Company.

     "Rule 144A" means Rule 144A promulgated under the Securities Act, as it may
be amended from time to time, and any successor provision thereto.

     "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, and
its successors.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

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

     "Securityholder" or "Holder" means the Person in whose name a Note is
registered on the Registrar's books.

     "Senior Debt" of the Company or any Guarantor means Indebtedness (including
any monetary obligation in respect of the Credit Agreement, and interest,
whether or not allowable, accruing on Indebtedness incurred pursuant to the
Credit Agreement after the filing of a petition initiating any proceeding under
any bankruptcy, insolvency or similar law) of the Company or such Guarantor,
including Indebtedness arising under the Credit Agreement, unless by the terms
of the instrument creating or evidencing such Indebtedness, such Indebtedness is
expressly designated equal or junior in right of payment to the Notes or the
applicable Guarantee; provided, that in no event shall Senior Debt include (a)
Indebtedness to any Subsidiary of the Company or any officer, director or
employee of the Company or any Subsidiary of the Company, (b) Indebtedness
incurred in violation of the terms of this Indenture; provided, that no such
violation shall be deemed to exist for purposes of this clause (b) if the
holder(s) of such Indebtedness incurred (or their representative) shall have
received, or pursuant to the Credit Agreement shall be deemed to have received,
a

                                       23
<PAGE>   33



representation or warranty by the Company to the effect that the incurrence of
such Indebtedness does not violate the Indenture, (c) Indebtedness to trade
creditors, (d) Disqualified Capital Stock, and (e) any liability for taxes owed
or owing by the Company or such Guarantor.

     "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

     "Significant Subsidiary" shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date.

     "Special Record Date" for payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 2.12.

     "Stated Maturity," when used with respect to any Note, means June 15, 2011.

     "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment by its terms or the terms of
any document or instrument relating thereto ("contractually") to the Notes or
such Guarantee, as applicable, in any respect.

     "Subsidiary," with respect to any Person, means (1) a corporation a
majority of whose Equity Interests with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by such Person and one or more Subsidiaries of such Person or by
one or more Subsidiaries of such Person, (2) any other Person (other than a
corporation) in which such Person, one or more Subsidiaries of such Person, or
such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination thereof has a majority ownership interest, or (3) a
partnership in which such Person or a Subsidiary of such Person is, at the time,
a general partner. Notwithstanding the foregoing, (i) an Unrestricted Subsidiary
shall not be a Subsidiary of the Company or of any Subsidiary of the Company and
(ii) ComMunic GmbH Kongresse-Messen Seminare shall be a Subsidiary of the
Company so long as the Company or any Subsidiary of the Company holds at least
50% of the Voting Equity Interests and maintains control thereof. Unless the
context requires otherwise, Subsidiary means each direct and indirect Subsidiary
of the Company.

     "TIA" means the Trust Indenture Act of 1939, as amended, (15 U.S. Code
ss.ss. 77aaa-77bbbb) as in effect on the date of the execution of this
Indenture, except as provided in Section 9.3.

     "Transfer Restricted Notes" means Global Notes and Definitive Notes that
bear or are required to bear the Private Placement Legend, issued under this
Indenture.

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

     "Trust Officer" means, when used with respect to the Trustee, any officer
within the corporate trust department of the Trustee, including any vice
president, assistant vice president,

                                       24
<PAGE>   34



assistant secretary, assistant treasurer, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend, issued under
this Indenture.

     "Unrestricted Global Note" means one or more permanent Global Notes
representing a series of Notes that does not bear and is not required to bear
the Private Placement Legend, issued under this Indenture.

     "Unrestricted Subsidiary" means any subsidiary of the Company that does not
own any Capital Stock of, or own or hold any Lien on any property of, the
Company or any other Subsidiary of the Company and that, at the time of
determination, shall be an Unrestricted Subsidiary (as designated by the Board
of Directors of the Company); provided, that such Subsidiary at the time of such
designation (a) has no Indebtedness other than Non-Recourse Indebtedness; (b) is
not party to any agreement, contract, arrangement or understanding with the
Company or any Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or
such Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company; (c) is a Person with respect to which neither
the Company nor any of its Subsidiaries has any direct or indirect obligation
(x) to subscribe for additional Equity Interests or (y) to maintain or preserve
such Person's financial condition or to cause such Person to achieve any
specified levels of operating results; and (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Subsidiaries. The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no
Default or Event of Default is existing or will occur as a consequence thereof
and (2) immediately after giving effect to such designation, on a pro forma
basis, the Company could incur at least $1.00 of Indebtedness pursuant to the
Debt Incurrence Ratio. Each such designation shall be evidenced by filing with
the Trustee a certified copy of the resolution giving effect to such designation
and an Officers' Certificate certifying that such designation complied with the
foregoing conditions.

     "U.S. Government Obligations" means direct non-callable obligations of, or
noncallable 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.

     "Voting Equity Interests" means Equity Interests which at the time are
entitled to vote in the election of, as applicable, directors, members or
partners generally.

     "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of
which (other than directors' qualifying Shares) are owned by the Company or one
or more Wholly Owned Subsidiaries of the Company or a combination thereof.

                                       25
<PAGE>   35



SECTION 1.2. INCORPORATION BY REFERENCE OF TIA

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC. "indenture securities" means the Notes.

     "indenture securityholder" means a Holder or 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, each Guarantor and
any other obligor on the Notes.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule and not otherwise
defined herein have the TIA meanings assigned to them thereby.

SECTION 1.3. RULES OF CONSTRUCTION



          Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

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

               (5) provisions apply to successive events and transactions;

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



                                       26
<PAGE>   36



               (7) references to Sections or Articles means reference to such
          Section or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1. FORM AND DATING

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

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

          (b) Global Notes. Notes issued in global form shall be substantially
     in the form of Exhibit A attached hereto (including the Global Note Legend
     thereon and the "Schedule of Exchanges of Interests in the Global Note"
     attached thereto). Notes issued in definitive form shall be substantially
     in the form of Exhibit A attached hereto (but without the Global Note
     Legend thereon and without the "Schedule of Exchanges of Interests in the
     Global Note" attached thereto). Each Global Note shall represent such of
     the outstanding Notes as shall be specified therein and each shall provide
     that it shall represent the aggregate principal amount of outstanding Notes
     from time to time endorsed thereon and that the aggregate principal amount
     of outstanding Notes represented thereby may from time to time be reduced
     or increased, as appropriate, to reflect exchanges and redemptions. Any
     endorsement of a Global Note to reflect the amount of any increase or
     decrease in the aggregate principal amount of outstanding Notes represented
     thereby shall be made by the Trustee or the Securities Custodian, at the
     direction of the Trustee, in accordance with instructions given by the
     Holder thereof as required by Section 2.6 hereof.

          (c) Euroclear and Clearstream Procedures Applicable. The provisions of
     the "Operating Procedures of the Euroclear System" and "Terms and
     Conditions Governing Use of Euroclear" and the "General Terms and
     Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
     in effect at the relevant time shall be applicable to transfers of
     beneficial interests in the Regulation S Global Notes that are held by
     Participants through Euroclear or Clearstream Bank.

SECTION 2.2. EXECUTION AND AUTHENTICATION


                                       27
<PAGE>   37


     Two Officers shall sign the Notes for the Company by manual or facsimile
signature. In the case of Definitive Notes, such signatures may be imprinted or
otherwise reproduced on such Notes. If an Officer whose signature is on a Note
no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. A Note shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Note has been authenticated under this Indenture. The Trustee shall, upon a
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate Notes for issuance up to the aggregate principal amount stated in
such Authentication Order; provided, that Notes authenticated for issuance on
the Issue Date shall not exceed $185,000,000 in aggregate principal amount. The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

SECTION 2.3. REGISTRAR, PAYING AGENT AND DEPOSITARY

     The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York, where Notes may be presented for registration of transfer
or for exchange ("Registrar") and an office or agency where Notes may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain an entity other than the Trustee as either
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar. The Company initially
appoints The Depository Trust Company ("DTC") to act as Depositary with respect
to the Global Notes. The Company initially appoints the Trustee to act as
Registrar and Paying Agent and to act as Notes Custodian with respect to the
Global Notes.

SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST

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

                                       28
<PAGE>   38



SECTION 2.5. HOLDER LISTS

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

SECTION 2.6. TRANSFER AND EXCHANGE

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that (x) the Depositary is unwilling or unable to
continue to act as Depositary for the Global Notes and the Company thereupon
fails to appoint a successor Depositary within 90 days or (y) the Depositary is
no longer a clearing agency registered under the Exchange Act, (ii) the Company,
in its sole discretion, determines that the Global Notes (in whole but not in
part) should be exchanged for Definitive Notes and delivers a written notice to
such effect to the Trustee or (iii) upon request of the Trustee or Holders of a
majority of the aggregate principal amount of outstanding Notes if there shall
have occurred and be continuing a Default or Event of Default with respect to
the Notes; provided, that in no event shall the Reg S Temporary Global Note be
exchanged by the Company for Definitive Notes prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Registrar of any
certificate identified by the Company and its counsel to be required pursuant to
Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued
in such names as the Depositary shall instruct the Trustee. Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.7
and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or
Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of,
and shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.6(a), however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.6(b),
(c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (1)

                                       29
<PAGE>   39



or (2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:



          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Distribution Compliance Period,
     transfers of beneficial interests in the Reg S Temporary Global Note may
     not be made to a U.S. person (as such term is defined in Regulation S) or
     for the account or benefit of a U.S. person (other than an Initial
     Purchaser). Beneficial interests in any Unrestricted Global Note may be
     transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.6(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.6(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) an
     order from a Participant or an Indirect Participant given to the Depositary
     in accordance with the Applicable Procedures directing the Depositary to
     credit or cause to be credited a beneficial interest in another Global Note
     in an amount equal to the beneficial interest to be transferred or
     exchanged and (2) instructions given in accordance with the Applicable
     Procedures containing information regarding the Participant account to be
     credited with such increase or (B) (1) an order from a Participant or an
     Indirect Participant given to the Depositary in accordance with the
     Applicable Procedures directing the Depositary to cause to be issued a
     Definitive Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given by the Depositary to
     the Registrar containing information regarding the Person in whose name
     such Definitive Note shall be registered to effect the transfer or exchange
     referred to in (B)(1) above; provided, that in no event shall Definitive
     Notes be issued upon the transfer or exchange of beneficial interests in
     the Reg S Temporary Global Note prior to (x) the expiration of the
     Distribution Compliance Period and (y) the receipt by the Registrar of any
     certificates identified by the Company or its counsel to be required
     pursuant to Rule 903 and Rule 904 under the Securities Act. Upon
     consummation of an Exchange Offer by the Company in accordance with Section
     2.6(f) hereof, the requirements of this Section 2.6(b)(2) shall be deemed
     to have been satisfied upon receipt by the Registrar of the instructions
     contained in the Letter of Transmittal delivered by the Holder of such
     beneficial interests in the Restricted Global Notes. Upon satisfaction of
     all of the requirements for transfer or exchange of beneficial interests in
     Global Notes contained in this Indenture and the Notes or otherwise
     applicable under the Securities Act, the Trustee shall adjust the principal
     amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

          (3) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes



                                       30
<PAGE>   40



delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section 2.6(b)(2)
above and the Registrar receives the following:

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

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

          (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.6(b)(2) above and:

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the holder of the
               beneficial interest to be transferred, in the case of an
               exchange, or the transferee, in the case of a transfer, certifies
               in the applicable Letter of Transmittal that it is not (1) a
               Broker-Dealer, (2) a Person participating in the distribution of
               the Exchange Notes or (3) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

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

                    (C) such transfer is effected by a Broker-Dealer pursuant to
               the Exchange Offer Registration Statement in accordance with the
               Registration Rights Agreement; or

                    (D) the Registrar receives the following: (1) if the holder
               of such beneficial interest in a Restricted Global Note proposes
               to exchange such beneficial interest for a beneficial interest in
               an Unrestricted Global Note, a certificate from such holder in
               the form of Exhibit C hereto, including the certifications in
               item (1)(a)

                                       31
<PAGE>   41



               thereof; or (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof; and, in each
               such case set forth in this subparagraph (D), an Opinion of
               Counsel in form, and from legal counsel, reasonably acceptable to
               the Registrar and the Company to the effect that such exchange or
               transfer is in compliance with the Securities Act and that the
               restrictions on transfer contained herein and in the Private
               Placement Legend are no longer required in order to maintain
               compliance with the Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above. Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

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



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

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

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

                         (C) if such beneficial interest is being transferred to
                    a non-U.S. person in an offshore transaction in accordance
                    with Rule 903 or Rule 904 under the Securities Act, a
                    certificate to the effect set

                                       32
<PAGE>   42



                    forth in Exhibit B hereto, including the certifications in
                    item (2) thereof;



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

                         (E) if such beneficial interest is being transferred to
                    an Institutional Accredited Investor in reliance on an
                    exemption from the registration requirements of the
                    Securities Act other than those listed in subparagraphs (B)
                    through (D) above, a certificate to the effect set forth in
                    Exhibit B hereto, including the certifications, certificates
                    and Opinion of Counsel required by item (3) thereof, if
                    applicable;

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

                         (G) if such beneficial interest is being transferred
                    pursuant to an effective registration statement under the
                    Securities Act, a certificate to the effect set forth in
                    Exhibit B hereto, including the certifications in item
                    (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.2, the Trustee shall authenticate and deliver to the
Person designated in the instructions a Restricted Definitive Note in the
appropriate principal amount. Any Restricted Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section
2.6(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Restricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.6(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.

                    (2) Beneficial Interests in Restricted Global Notes to
               Unrestricted Definitive Notes. A holder of a beneficial interest
               in a Restricted Global Note may exchange such beneficial interest
               for an Unrestricted Definitive Note or may transfer such
               beneficial



                                       33
<PAGE>   43



               interest to a Person who takes delivery thereof in the form of an
               Unrestricted Definitive Note only if:

                         (A) such exchange or transfer is effected pursuant to
                    the Exchange Offer in accordance with the Registration
                    Rights Agreement and Section 2.6(f) hereof, and the holder
                    of such beneficial interest, in the case of an exchange, or
                    the transferee, in the case of a transfer, certifies in the
                    applicable Letter of Transmittal that it is not (1) a
                    Broker-Dealer, (2) a Person participating in the
                    distribution of the Exchange Notes or (3) a Person who is an
                    affiliate (as defined in Rule 144) of the Company;

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

                         (C) such transfer is effected by a Broker-Dealer
                    pursuant to the Exchange Offer Registration Statement in
                    accordance with the Registration Rights Agreement; or

                         (D) the Registrar receives the following: (1) if the
                    holder of such beneficial interest in a Restricted Global
                    Note proposes to exchange such beneficial interest for a
                    Definitive Note that does not bear the Private Placement
                    Legend, a certificate from such holder in the form of
                    Exhibit C hereto, including the certifications in item
                    (1)(b) thereof; or (2) if the holder of such beneficial
                    interest in a Restricted Global Note proposes to transfer
                    such beneficial interest to a Person who shall take delivery
                    thereof in the form of a Definitive Note that does not bear
                    the Private Placement Legend, a certificate from such holder
                    in the form of Exhibit B hereto, including the
                    certifications in item (4) thereof; and, in each such case
                    set forth in this subparagraph (D), an Opinion of Counsel in
                    form, and from legal counsel, reasonably acceptable to the
                    Registrar and the Company to the effect that such exchange
                    or transfer is in compliance with the Securities Act and
                    that the restrictions on transfer contained herein and in
                    the Private Placement Legend are no longer required in order
                    to maintain compliance with the Securities Act.

                    (3) Beneficial Interests in Unrestricted Global Notes to
               Unrestricted Definitive Notes. If any holder of a beneficial
               interest in an Unrestricted Global Note proposes to exchange such
               beneficial interest for an Unrestricted Definitive Note or to
               transfer such beneficial interest to a Person who takes delivery
               thereof in the form of an Unrestricted Definitive Note, then,
               upon satisfaction of the conditions set forth in Section

                                       34
<PAGE>   44



               2.6(b)(2) hereof, the Trustee shall cause the aggregate principal
               amount of the applicable Unrestricted Global Note to be reduced
               accordingly pursuant to Section 2.6(h) hereof, and the Company
               shall execute and, upon receipt of an Authentication Order
               pursuant to Section 2.2, the Trustee shall authenticate and
               deliver to the Person designated in the instructions an
               Unrestricted Definitive Note in the appropriate principal amount.
               Any Unrestricted Definitive Note issued in exchange for a
               beneficial interest pursuant to this Section 2.6(c)(3) shall be
               registered in such name or names and in such authorized
               denomination or denominations as the holder of such beneficial
               interest shall instruct the Registrar through instructions from
               the Depositary and the Participant or Indirect Participant. The
               Trustee shall deliver such Unrestricted Definitive Notes to the
               Persons in whose names such Notes are so registered. Any
               Unrestricted Definitive Note issued in exchange for a beneficial
               interest pursuant to this Section 2.6(c)(3) shall not bear the
               Private Placement Legend.

                    (4) Transfer or Exchange of Reg S Temporary Global Notes.
               Notwithstanding the other provisions of this Section 2.6, a
               beneficial interest in the Reg S Temporary Global Note may not be
               (A) exchanged for a Definitive Note prior to (x) the expiration
               of the Distribution Compliance Period (unless such exchange is
               effected by the Company, does not require an investment decision
               on the part of the Holder thereof and does not violate the
               provisions of Regulation S) and (y) the receipt by the Registrar
               of any certificates identified by the Company or its counsel to
               be required pursuant to Rule 903(b)(3)(ii)(B) under the
               Securities Act or (B) transferred to a Person who takes delivery
               thereof in the form of a Definitive Note prior to the events set
               forth in clause (A) above or unless the transfer is pursuant to
               an exemption from the registration requirements of the Securities
               Act other than Rule 903 or Rule 904.

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



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

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

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

                                       35
<PAGE>   45



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

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

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

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the Holder, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (1) a Broker-Dealer, (2) a Person participating in the
               distribution of the Exchange Notes or (3) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

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

                    (C) such transfer is effected by a Broker-Dealer pursuant to
               the Exchange Offer Registration Statement in accordance with the
               Registration Rights Agreement; or

                    (D) the Registrar receives the following: (1) if the Holder
               of such Restricted Definitive Notes proposes to exchange such
               Notes for a beneficial interest in the Unrestricted Global Note,
               a certificate from such Holder in the form of Exhibit C hereto,
               including the certifications in item (1)(c) thereof; or (2) if
               the Holder of such Restricted Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof; and, in
               each such case set forth in this subparagraph (D), an Opinion of
               Counsel in form, and from legal counsel, reason-

                                       36
<PAGE>   46



               ably acceptable to the Registrar and the Company to the effect
               that such exchange or transfer is in compliance with the
               Securities Act and that the restrictions on transfer contained
               herein and in the Private Placement Legend are no longer required
               in order to maintain compliance with the Securities Act. Upon
               satisfaction of the conditions of any of the subparagraphs in
               this Section 2.6(d)(2), the Trustee shall cancel the Restricted
               Definitive Notes so transferred or exchanged and increase or
               cause to be increased the aggregate principal amount of the
               Unrestricted Global Note.

               (3) Unrestricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
          may exchange such Note for a beneficial interest in an Unrestricted
          Global Note or transfer such Definitive Notes to a Person who takes
          delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note at any time. Upon receipt of a request for
          such an exchange or transfer, the Trustee shall cancel the applicable
          Unrestricted Definitive Note and increase or cause to be increased the
          aggregate principal amount of one of the Unrestricted Global Notes. If
          any such exchange or transfer from a Definitive Note to a beneficial
          interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3)
          of this Section 2.6(d) at a time when an Unrestricted Global Note has
          not yet been issued, the Company shall issue and, upon receipt of an
          Authentication Order in accordance with Section 2.2 hereof, the
          Trustee shall authenticate one or more Unrestricted Global Notes in an
          aggregate principal amount equal to the principal amount of Definitive
          Notes so transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.6(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.6(e).

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

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

                                       37
<PAGE>   47



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

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

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

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and Section 2.6(f) hereof, and the Holder, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (1) a Broker-Dealer, (2) a Person participating in the
               distribution of the Exchange Notes or (3) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

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

                    (C) any such transfer is effected by a Broker-Dealer
               pursuant to the Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (D) the Registrar receives the following: (1) if the Holder
               of such Restricted Definitive Notes proposes to exchange such
               Notes for an Unrestricted Definitive Note, a certificate from
               such Holder in the form of Exhibit C hereto, including the
               certifications in item (1)(d) thereof; or (2) if the Holder of
               such Restricted Definitive Notes proposes to transfer such Notes
               to a Person who shall take delivery thereof in the form of an
               Unrestricted Definitive Note, a certificate from such Holder in
               the form of Exhibit B hereto, including the certifications in
               item (4) thereof; and, in each such case set forth in this
               subparagraph (D), an Opinion of Counsel in form, and from legal
               counsel, reasonably acceptable to the Registrar and the Company
               to the effect that such exchange or transfer is in compliance

                                       38
<PAGE>   48



               with the Securities Act and that the restrictions on transfer
               contained herein and in the Private Placement Legend are no
               longer required in order to maintain compliance with the
               Securities Act.

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

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.2 and an Opinion
of Counsel for the Company as to certain matters discussed in this Section
2.6(f), the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the sum of (A) the principal amount of
the beneficial interests in the Restricted Global Notes tendered for acceptance
by Persons that certify in the applicable Letters of Transmittal that (x) they
are not Broker-Dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (B) the principal
amount of Restricted Definitive Notes exchanged or transferred for beneficial
interests in Unrestricted Global Notes in connection with the Exchange Offer
pursuant to Section 2.6(d)(2) and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer (other than Definitive Notes
described in clause (i)(B) immediately above). Concurrently with the issuance of
such Notes, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company
shall execute and, upon receipt of an Authentication Order pursuant to Section
2.2, the Trustee shall authenticate and deliver to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

          The Opinion of Counsel for the Company referenced above shall state
     that:

                    (A) the issuance and sale of the Exchange Notes by the
               Company have been duly authorized and, when executed and
               authenticated in accordance with the provisions of this Indenture
               and delivered in exchange for Series A Notes in accordance with
               this Indenture and the Exchange Offer, will be entitled to the
               benefits of this Indenture and will be valid and binding
               obligations of the Company, enforceable against the Company in
               accordance with their terms except as the enforceability thereof
               may be limited by (x) bankruptcy, fraudulent transfer,
               insolvency, reorganization, moratorium or similar laws affecting
               creditors' rights generally and (y) equitable principles of
               general applicability (regardless of whether enforceability is
               considered at equity or in law); and

                                       39
<PAGE>   49



                    (B) when the Exchange Notes are executed and authenticated
               in accordance with the provisions of this Indenture and delivered
               in exchange for Series A Notes in accordance with this Indenture
               and the Exchange Offer, the Guarantees by the Guarantors endorsed
               thereon will be entitled to the benefits of this Indenture and
               will be valid and binding obligations of the Guarantors,
               enforceable against the Guarantors in accordance with their terms
               except as the enforceability thereof may be limited by (x)
               bankruptcy, fraudulent transfer, insolvency, reorganization,
               moratorium or similar laws affecting creditors' rights generally
               and (y) equitable principles of general applicability (regardless
               of whether enforceability is considered at equity or in law).

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

               (1) Private Placement Legend.



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

          "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
          EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
          1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
          NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
          FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
          RULE 144A THEREUNDER."

          "THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT
          (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
          TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
          RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
          OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
          ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
          SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO
          AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
          (2), (3) OR (7) OF REGULATION D

                                       40
<PAGE>   50



          UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
          TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
          AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE AND, IF SUCH TRANSFER
          IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
          $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
          TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (V) PURSUANT TO
          AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
          OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
          LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND
          EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
          NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

                         (B) Notwithstanding the foregoing, any Global Note or
                    Definitive Note issued pursuant to subparagraphs (b)(4),
                    (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) to
                    this Section 2.6 (and all Notes issued in exchange therefor
                    or substitution thereof) shall not bear the Private
                    Placement Legend.

                    (2) Global Note Legend. To the extent required by the
               Depositary, each Global Note shall bear legends in substantially
               the following forms:



          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY."

          "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
          DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
          THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
          DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY
          OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
          A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
          PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
          COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY
          OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
          ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR

                                       41
<PAGE>   51



          SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY
          BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
          IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
          AN INTEREST HEREIN."

                    (3) Reg S Temporary Global Note Legend. To the extent
               required by the Depositary, each Reg S Temporary Global Note
               shall bear a legend in substantially the following form:



          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE
          NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
          THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
          GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST
          DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE. NOTHING IN THIS
          LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS
          NOTE."

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

               (i) General Provisions Relating to Transfers and Exchanges.



                    (1) To permit registrations of transfers and exchanges, the
               Company shall execute and the Trustee shall authenticate Global
               Notes and Definitive Notes upon receipt of an Authentication
               Order.

                    (2) No service charge shall be made to a holder of a
               beneficial interest in a Global Note or to a Holder of a
               Definitive Note for any registration of transfer or exchange, but
               the Company may require payment of a sum sufficient to cover any
               transfer tax or similar governmental charge payable in connection
               therewith (other than any such transfer taxes or

                                       42
<PAGE>   52



               similar governmental charge payable upon exchange or transfer
               pursuant to Sections 2.10, 3.7, 4.14 and 10.1 hereof).

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

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

                    (5) The Company shall not be required (A) to issue, to
               register the transfer of or to exchange any Notes during a period
               beginning at the opening of business 15 days before the day of
               any selection of Notes for redemption under Section 3.3 hereof
               and ending at the close of business on the day of selection, (B)
               to register the transfer of or to exchange any Note so selected
               for redemption in whole or in part, except the unredeemed portion
               of any Note being redeemed in part or (C) to register the
               transfer of or to exchange a Note between a Record Date and the
               next succeeding Interest Payment Date.

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

                    (7) The Trustee shall authenticate Global Notes and
               Definitive Notes in accordance with the provisions of Section 2.2
               hereof.

                    (8) All certifications, certificates and Opinions of Counsel
               required to be submitted to the Registrar pursuant to this
               Section 2.6 to effect a registration of transfer or exchange may
               be submitted by facsimile.

     Notwithstanding anything herein to the contrary, as to any certifications
and certificates delivered to the Registrar pursuant to this Section 2.6, the
Registrar's duties shall be limited to confirming that any such certifications
and certificates delivered to it are in the form of Exhibits B, C and D attached
hereto. The Registrar shall not be responsible for confirming the truth or
accuracy of representations made in any such certifications or certificates.

SECTION 2.7. REPLACEMENT NOTES

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee and the Company receive evidence (which evidence may be from the
Trustee) to their satisfaction

                                       43
<PAGE>   53



of the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note. Every replacement Note is an additional obligation
of the Company and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.8. OUTSTANDING NOTES

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee (including any Note represented by a Global Note) except for those
cancelled by it or at its direction, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.9 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note. If a Note is replaced pursuant to Section 2.7 hereof, such Note,
together with the Guarantee of that particular Note endorsed thereon, ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser. If the principal amount of any
Note is considered paid under Section 4.1 hereof, it ceases to be outstanding
and interest on it ceases to accrue. If the Paying Agent (other than the
Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption
date or the maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION 2.9. TREASURY NOTES

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

SECTION 2.10. TEMPORARY NOTES

     Until certificates representing Notes are ready for delivery, the Company
may prepare, and the Trustee, upon receipt of an Authentication Order, shall
authenticate, temporary Notes. Temporary Notes shall be substantially in the
form of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare, and the Trustee
shall authenticate, Definitive Notes in exchange for temporary Notes. Holders of
temporary Notes shall be entitled to all of the benefits of this Indenture.

                                       44
<PAGE>   54



SECTION 2.11. CANCELLATION

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee, or, at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else, shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of cancelled Notes in accordance
with its procedures for the disposition of cancelled securities in effect as of
the date of such disposition (subject to the record retention requirement of the
Exchange Act). Certification of the disposition of all cancelled Notes shall be
delivered to the Company. The Company may not issue new Notes to replace Notes
that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date, plus, to the extent lawful, any
interest payable on the defaulted interest at the rate and in the manner
provided in Section 4.1 hereof and in the Note (herein called "Defaulted
Interest"), shall forthwith cease to be payable to the registered Holder on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Notes 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 and the Paying Agent in writing of
          the amount of Defaulted Interest proposed to be paid on each Note and
          the date of the proposed payment, and at the same time the Company
          shall deposit with the Paying Agent an amount of cash equal to the
          aggregate amount proposed to be paid in respect of such Defaulted
          Interest or shall make arrangements reasonably satisfactory to the
          Paying Agent for such deposit prior to the date of the proposed
          payment, such cash when deposited to be held in trust for the benefit
          of the Persons entitled to such Defaulted Interest as provided in this
          clause (1). Thereupon the Paying Agent 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
          Paying Agent of the notice of the proposed payment. The Paying Agent
          shall promptly notify the Company and the Trustee 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 its address as it appears in the Note
          register maintained by the Registrar 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
          mailed as aforesaid, such Defaulted Interest shall be paid to the
          persons in whose names the Notes (or their

                                       45
<PAGE>   55



          respective predecessor Notes) are registered on such Special Record
          Date and shall no longer 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 Notes may be listed, and upon such
          notice as may be required by such exchange, if, after notice given by
          the Company to the Trustee and the Paying Agent of the proposed
          payment pursuant to this clause, such manner shall be deemed
          practicable by the Trustee and the Paying Agent.

     Subject to the foregoing provisions of this Section, each Note delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Note shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Note.

SECTION 2.13. CUSIP NUMBERS

     The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided, that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE III

                                   REDEMPTION

SECTION 3.1. OPTIONAL REDEMPTION

     (a) Except as set forth in clause (b) of this Section 3.1, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.1 prior
to June 15, 2006. The Notes will be redeemable for cash at the option of the
Company, in whole or in part, at any time on or after June 15, 2006, upon not
less than 30 days nor more than 60 days prior notice mailed by first class mail
to each Holder at its last registered address, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during the
12-month period commencing June 15 of the years indicated below, in each case
(subject to the right of Holders of record on a Record Date to receive the
corresponding interest due (and the corresponding Liquidated Damages, if any) on
the corresponding Interest Payment Date that is on or prior to such Redemption
Date), together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Redemption Date:

                                       46
<PAGE>   56



           YEAR                                                    PERCENTAGE
           ----                                                    ----------
           2006                                                     105.188%
           2007                                                     103.458%
           2008                                                     101.729%
           2009 and  thereafter                                     100.000%


     (b) Notwithstanding the provisions of clause (a) of this Section 3.1, at
any time prior to June 15, 2004, upon any Public Equity Offering, up to 35% of
the aggregate principal amount of the Notes issued pursuant to this Indenture
may be redeemed at the option of the Company within 90 days of such Public
Equity Offering, on not less than 30 days, but not more than 60 days, notice to
each Holder of the Notes to be redeemed, with cash from the Net Cash Proceeds of
such Public Equity Offering, at a redemption price equal to 110.375% of the
principal amount thereof (subject to the right of Holders of record on a Record
Date to receive the corresponding interest (and the corresponding Liquidated
Damages, if any) due on the Interest Payment Date that is on or prior to such
Redemption Date), together with accrued and unpaid interest and Liquidated
Damages, if any, thereon to the Redemption Date; provided, however, that
immediately following such redemption not less than 65% of the aggregate
principal amount of the Notes originally issued pursuant to this Indenture on
the Issue Date remain outstanding.

     (c) Any redemption pursuant to this Section 3.1 shall be made pursuant to
the provisions of Sections 3.2 through 3.7 hereof.

SECTION 3.2. NOTICES TO TRUSTEE

     If the Company elects to redeem Notes pursuant to Section 5 of the Notes,
it shall notify the Trustee and the Paying Agent in writing of the Redemption
Date and the principal amount of Notes to be redeemed and whether it wants the
Paying Agent to give notice of redemption to the Holders.

     If the Company elects to reduce the principal amount of Notes to be
redeemed pursuant to Section 5 of the Notes by crediting against any such
redemption Notes it has not previously delivered to the Trustee and the Paying
Agent for cancellation, it shall so notify the Trustee, in the form of an
Officers' Certificate, and the Paying Agent of the amount of the reduction and
deliver such Notes with such notice.

     The Company shall give each notice to the Trustee and the Paying Agent
provided for in this Section 3.2 at least 15 days before the date on which the
notice of redemption is to be given (unless a shorter notice shall be
satisfactory to the Trustee and the Paying Agent). Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.

                                       47
<PAGE>   57



SECTION 3.3. SELECTION OF NOTES TO BE REDEEMED

     If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes or portions thereof to be redeemed among the Holders of
the Notes in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not so listed, on a pro rata basis, by lot or in accordance with any other
method the Trustee considers fair and appropriate.

     The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption and shall promptly notify the Company and the
Paying Agent in writing of the Notes selected for redemption and, in the case of
any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

SECTION 3.4. NOTICE OF REDEMPTION

     At least 30 days, but not more than 60 days, prior to the Redemption Date,
the Company shall mail a notice of redemption by first class mail, postage
prepaid, to the Trustee, the Paying Agent and each Holder whose Notes are to be
redeemed. At the Company's request delivered at least 15 days prior to the date
on which such notice is to be given (unless a shorter period shall be acceptable
to the Paying Agent), the Paying Agent shall give the notice of redemption in
the Company's name and at the Company's expense. Each notice for redemption
shall identify the Notes to be redeemed and shall state:

                    (1) the Redemption Date;

                    (2) the Redemption Price, including accrued and unpaid
               interest and Liquidated Damages, if any, to be paid upon such
               redemption;

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

                    (4) that Notes called for redemption must be surrendered to
               the Paying Agent at the address specified in such notice to
               collect the Redemption Price;

                    (5) that, unless (a) the Company defaults in its obligation
               to deposit with the Paying Agent cash which through the scheduled
               payment of principal and interest (and Liquidated Damages, if
               any) in respect thereof in accordance with their terms shall
               provide the amount to fund the Redemption Price in accordance
               with Section 3.6 hereof or (b) such redemption payment is
               prohibited, interest (and Liquidated Damages, if any) on Notes
               called for redemption ceases to accrue on and after the
               Redemption Date and the only remaining right of the Holders of
               such Notes is to receive payment of the Redemption Price,
               including

                                       48
<PAGE>   58



               accrued and unpaid interest (and Liquidated Damages, if any) to
               the Redemption Date, upon surrender to the Paying Agent of the
               Notes called for redemption and to be redeemed;

                    (6) if any Note is being redeemed in part, the portion of
               the principal amount, equal to $1,000 or any integral multiple
               thereof, of such Note to be redeemed and that, after the
               Redemption Date, and upon surrender of such Note, a new Note or
               Notes in aggregate principal amount equal to the unredeemed
               portion thereof shall be issued;

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

                    (8) the CUSIP number of the Notes to be redeemed; and



                    (9) that the notice is being sent pursuant to this Section
               3.4 and pursuant to the optional redemption provisions of Section
               5 of the Notes.

SECTION 3.5. EFFECT OF NOTICE OF REDEMPTION

     Once notice of redemption is mailed in accordance with Section 3.4 hereof,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price, including accrued and unpaid interest (and Liquidated
Damages, if any) to the Redemption Date. Upon surrender to the Trustee or Paying
Agent, such Notes called for redemption shall be paid at the Redemption Price,
including interest and Liquidated Damages, if any, accrued and unpaid to the
Redemption Date; provided, that if the Redemption Date is on or after an
interest Record Date on which the Holders of record have a right to receive the
corresponding interest due, and Liquidated Damages, if any, and is on or before
the associated Interest Payment Date, any accrued and unpaid interest and
Liquidated Damages, if any, due on such Interest Payment Date shall be paid to
the Person in whose name a Note is registered at the close of business on such
Record Date on the corresponding Interest Payment Date; and provided, further,
that if a Redemption Date is a Legal Holiday, payment shall be made on the next
succeeding Business Day and no interest shall accrue for the period from such
Redemption Date to such succeeding Business Day.

SECTION 3.6. DEPOSIT OF REDEMPTION PRICE

     On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (other than the Company or an Affiliate of the Company) cash
sufficient to pay the Redemption Price of all Notes to be redeemed on such
Redemption Date (other than Notes or portions thereof called for redemption on
that date that have been delivered by the Company to the Trustee for
cancellation). The Paying Agent shall promptly return to the Company any cash so
deposited which is not required for that purpose upon the written request of the
Company.

                                       49
<PAGE>   59



     If the Company complies with the preceding paragraph and payment of the
Notes called for redemption is not prohibited for any reason, interest (and
Liquidated Damages, if any) on the Notes to be redeemed shall cease to accrue on
the applicable Redemption Date, whether or not such Notes are presented for
payment. Notwithstanding anything herein to the contrary, if any Note
surrendered for redemption in the manner provided in the Notes shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall (and Liquidated Damages, if
any) continue to accrue and be paid from the Redemption Date until such payment
is made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 4.1 hereof and the Note.

SECTION 3.7. NOTES REDEEMED IN PART

     Upon surrender of a Note that is to be redeemed in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, without
service charge to the Holder, a new Note or Notes equal in principal amount to
the unredeemed portion of the Note surrendered.

SECTION 3.8. NO MANDATORY REDEMPTION

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes. The Notes shall not have the benefit of any sinking
fund.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1. PAYMENT OF NOTES

     The Company shall pay the principal of and interest (and Liquidated
Damages, if any) on the Notes on the dates and in the manner provided herein and
in the Notes. An installment of principal of or interest (or Liquidated Damages,
if any) on the Notes shall be considered paid on the date it is due if the
Trustee or Paying Agent (other than the Company or an Affiliate of the Company)
holds for the benefit of the Holders (on or before 10:00 a.m. New York City time
to the extent necessary to provide the funds to the Depositary in accordance
with the Depositary's procedures) on that date cash deposited and designated for
and sufficient to pay the installment.

     The Company shall pay interest on overdue principal and on overdue
installments of interest (and Liquidated Damages, if any) at the rate specified
in the Notes compounded semiannually, to the extent lawful.

SECTION 4.2. MAINTENANCE OF OFFICE OR AGENCY



                                       50
<PAGE>   60

     The Company and the Guarantors shall maintain in the Borough of Manhattan,
The City of New York, an office or agency where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company and
the Guarantors in respect of the Notes and this Indenture may be served. The
Company and the Guarantors shall give prompt written notice to the Trustee and
the Paying Agent of the location, and any change in the location, of such office
or agency. If at any time the Company and the Guarantors shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee and the
Paying Agent with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee set forth in
Section 13.2 hereof.

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

SECTION 4.3. LIMITATION ON RESTRICTED PAYMENTS

     The Company and the Guarantors shall not, and neither the Company nor the
Guarantors shall permit any of their respective Subsidiaries to, directly or
indirectly, make any Restricted Payment if, after giving effect to such
Restricted Payment on a pro forma basis:

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

                    (2) the Company is not permitted to incur at least $1.00 of
               additional Indebtedness pursuant to the Debt Incurrence Ratio; or

                    (3) the aggregate amount of all Restricted Payments made by
               the Company and its Subsidiaries, including after giving effect
               to such proposed Restricted Payment, on and after the Issue Date,
               would exceed, without duplication, the sum of:

                         (a) $15,000,000; plus

                         (b) 50% of the Company's aggregate Consolidated Net
                    Income for the period (taken as one accounting period),
                    commencing on the first day of the first full fiscal quarter
                    commencing after the Issue Date, to and including the last
                    day of the fiscal quarter ended immediately prior to the
                    date of each such calculation for which the Company's
                    consolidated financial statements are required to be
                    delivered to the Trustee or, if sooner, filed with the SEC
                    (or,

                                       51
<PAGE>   61



                    in the event Consolidated Net Income for such period is a
                    deficit, then minus 100% of such deficit); plus



                         (c) the aggregate amount of Net Cash Proceeds received
                    by the Company (1) from the issuance and sale of its (A)
                    Qualified Capital Stock, (B) other Indebtedness of the
                    Company convertible into or exchangeable for Qualified
                    Capital Stock of the Company upon the conversion or exchange
                    of such Indebtedness into Qualified Capital Stock of the
                    Company, or (C) options, warrants or other rights to acquire
                    Qualified Capital Stock of the Company (exclusive of any
                    options, warrants or other rights that are redeemable at the
                    option of the holder, or are required to be redeemed, prior
                    to the Stated Maturity of the Notes), or (2) upon the
                    exercise of options, warrants or other rights to acquire
                    Qualified Capital Stock of the Company, and, in each case,
                    other than (i) to one of the Company's Subsidiaries and (ii)
                    to the extent applied in connection with a Qualified
                    Exchange or, to avoid duplication, otherwise given credit
                    for in any provision of paragraph (d) below, after the Issue
                    Date; plus

                         (d) except in each case, in order to avoid duplication,
                    to the extent any such payment or proceeds have been
                    included in the calculation of Consolidated Net Income, an
                    amount equal to the net reduction in Investments (other than
                    returns of or from Permitted Investments) in any Person
                    resulting from distributions on or repayments of any
                    Investments, including payments of interest on Indebtedness,
                    dividends, repayments of loans or advances, or other
                    distributions or other transfers of assets, in each case to
                    the Company or any Subsidiary, or from the Net Cash Proceeds
                    from the sale of any such Investment or from redesignations
                    of Unrestricted Subsidiaries as Subsidiaries (valued in each
                    case as provided in the definition of "Investments"), not to
                    exceed, in each case, the amount of Investments previously
                    made by the Company or any Subsidiary in such Person,
                    including, if applicable, such Unrestricted Subsidiary, less
                    the cost of disposition.

     The foregoing clauses (2) and (3) of the immediately preceding paragraph,
however, shall not prohibit:

          (u) the declaration and payment of cash dividends by the Company on
     the Common Stock and repurchases by the Company of shares of issued and
     outstanding Common Stock; provided, that, in each such case under this
     clause (u), the aggregate sum paid in any fiscal year pursuant hereto shall
     not exceed $5,000,000;

     and the provisions of the immediately preceding paragraph shall not
     prohibit:

          (v) the payment of any dividend or distribution on any Disqualified
     Capital Stock that the Company or any Guarantor is permitted to issue
     pursuant to the terms of Section 4.11;

          (w) any dividend, distribution or other payments by any of the
     Company's Subsidiaries on its Equity Interests that is paid pro rata to all
     holders of such Equity Interests;

          (x) a Qualified Exchange;



                                       52
<PAGE>   62



          (y) the payment of any dividend on Qualified Capital Stock within 60
     days after the date of its declaration if such dividend could have been
     made on the date of such declaration in compliance with the foregoing
     provisions; or

          (z) any payment in respect of Permitted Earn-Out Obligations.



     The full amount of any Restricted Payment made pursuant to the foregoing
clauses (u), (v), (w) and (y) (but not pursuant to clause (x) or (z)) of the
immediately preceding sentence, however, will be counted as Restricted Payments
made for purposes of the calculation of the aggregate amount of Restricted
Payments available to be made referred to in clause (3) of the first paragraph
under this Section 4.3.

     For purposes of this Section 4.3, the amount of any Restricted Payment made
or returned, if other than in cash, shall be the fair market value thereof, as
determined in the good faith reasonable judgment of the Company's Board of
Directors, unless stated otherwise, at the time made or returned, as applicable.
Additionally, (a) concurrently with each Restricted Payment in excess of
$15,000,000 and (b) on February 15 of each year (or if such day is not a
Business Day, the next succeeding Business Day) with respect to all Restricted
Payments made during the preceding 12-month period and not previously reported
pursuant to clause (a) of this paragraph, the Company shall deliver an Officers'
Certificate to the Trustee describing in reasonable detail the nature of such
Restricted Payment, stating that the Restricted Payment is permitted and setting
forth the basis upon which the calculations required by this covenant were
computed.

SECTION 4.4. CORPORATE AND PARTNERSHIP EXISTENCE

     Except as otherwise permitted by Article V, Section 4.14 or Section 11.4,
the Company and the Guarantors shall do or cause to be done all things necessary
to preserve and keep in full force and effect their respective corporate,
partnership or other organizational existence, as the case may be, and the
corporate, partnership or other organizational existence, as the case may be, of
each of their Subsidiaries in accordance with the respective organizational
documents of each of them and the material rights (charter and statutory) and
material corporate franchises of the Company, the Guarantors and each of their
respective Subsidiaries; provided, however, that neither the Company nor any
Guarantor shall be required to preserve, with respect to themselves, any right
or franchise, and with respect to any of their respective Subsidiaries, any such
existence, right or franchise, if (a) the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and (b) the loss thereof is not adverse in any material respect to
the Holders.

SECTION 4.5. PAYMENT OF TAXES AND OTHER CLAIMS

     The Company and the Guarantors shall, and each of the Company and the
Guarantors shall cause each of their Subsidiaries to, pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (a) all
material taxes, assessments and governmental charges (including withholding
taxes and any penalties, interest and additions to taxes) levied or imposed

                                       53
<PAGE>   63



upon the Company, any Guarantor or any of their Subsidiaries or any of their
respective properties and assets and (b) all material lawful claims, whether for
labor, materials, supplies or services, which have become due and payable and
which by law have or may become a Lien upon the property and assets of the
Company, any Guarantor or any of their Subsidiaries; provided, however, that
neither the Company nor any Guarantor shall 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 and for which disputed amounts adequate reserves have
been established in accordance with GAAP.

SECTION 4.6. MAINTENANCE OF PROPERTIES AND INSURANCE

     The Company and the Guarantors shall cause all material properties used or
useful in the conduct of their business and the business of each of their
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in their reasonable
judgment may be necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.6 shall prevent the Company or any Guarantor from
discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a)(i) in the
judgment of the Board of Directors of the Company, desirable in the conduct of
the business of the Company and (ii) not adverse in any material respect to the
Holders or (b) otherwise permitted under Section 4.14.

     The Company and the Guarantors shall provide, or cause to be provided, for
themselves and each of their Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Board of Directors of the Company, is adequate and
appropriate for the conduct of the business of the Company, the Guarantors and
such Subsidiaries in a prudent manner, with (except for self-insurance)
reputable insurers or with the government of the United States of America or an
agency or instrumentality thereof, in such amounts, with such deductibles, and
by such methods as shall be customary, in the reasonable, good faith opinion of
the Company and adequate and appropriate for the conduct of the business of the
Company, the Guarantors and such Subsidiaries in a prudent manner for entities
similarly situated in the industry.

SECTION 4.7. COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT



          (a) The Company shall deliver to the Trustee within 120 days after the
     end of its fiscal year an Officers' Certificate, one of the signers of
     which shall be the principal executive, principal financial or principal
     accounting officer of the Company, complying with TIA 314(a)(4) and stating
     that a review of its activities and the activities of its Subsidiaries, if
     any, during the preceding fiscal year has been made under the supervision
     of the signing Officers with a view to determining whether the Company has
     kept, observed, performed and fulfilled its obligations under this
     Indenture (without regard to notice requirements or grace periods) and
     further stating, as to each such Officer signing such certificate, whether
     or not the signer knows of any failure by the

                                       54
<PAGE>   64



     Company, any Guarantor or any Subsidiary of the Company to comply with any
     conditions or covenants in this Indenture and, if such signer does know of
     such a failure to comply, the certificate shall describe such failure with
     particularity. The Officers' Certificate shall also notify the Trustee
     should the relevant fiscal year end on any date other than the current
     fiscal year end date.

          (b) The Company shall, so long as any of the Notes are outstanding,
     deliver to the Trustee, promptly upon becoming aware of any Default or
     Event of Default, an Officers' Certificate specifying such Default or Event
     of Default and what action the Company is taking or proposes to take with
     respect thereto. The Trustee shall not be deemed to have knowledge of any
     Default, any Event of Default or any such fact unless one of its Trust
     Officers receives written notice thereof from the Company or any of the
     Holders.

SECTION 4.8. REPORTS

     Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the
Trustee, to each Holder and to prospective purchasers of Notes identified to the
Company by an Initial Purchaser, within 5 days after the Company is or would
have been (if it were subject to such reporting obligations) required to file
such with the SEC, annual and quarterly financial statements substantially
equivalent to financial statements that would have been included in reports
filed with the SEC, if the Company were subject to the requirements of Section
13 or 15(d) of the Exchange Act, including, with respect to annual information
only, a report thereon by the Company's certified independent public accountants
as such would be required in such reports to the SEC, and, in each case,
together with a management's discussion and analysis of financial condition and
results of operations which would be so required and, unless the SEC will not
accept such reports, file with the SEC the annual, quarterly and other reports
which the Company is or would have been required to file with the SEC.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only, and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

     For so long as any Transfer Restricted Notes remain outstanding, the
Company shall make available (which shall include filings by EDGAR) to all
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

SECTION 4.9. LIMITATION ON STATUS AS INVESTMENT COMPANY

         Neither the Company nor any of its Subsidiaries shall become required
 to register as an "investment company" (as that term is defined in the
 Investment Company Act of 1940, as amended), or from otherwise becoming subject
 to regulation under the Investment Company Act.


                                       55
<PAGE>   65



SECTION 4.10. LIMITATION ON TRANSACTIONS WITH AFFILIATES

     Neither the Company nor any of its Subsidiaries shall on or after the Issue
Date enter into or suffer to exist any contract, agreement, arrangement or
transaction with any Affiliate (an "Affiliate Transaction"), or any series of
related Affiliate Transactions (other than Exempted Affiliate Transactions), (1)
unless it is determined that the terms of such Affiliate Transaction are fair
and reasonable to the Company, and no less favorable to the Company than could
have been obtained in an arm's length transaction with a non-Affiliate, and (2)
if involving consideration to either party in excess of $1,000,000, unless such
Affiliate Transaction(s) is evidenced by an Officers' Certificate addressed and
delivered to the Trustee certifying that such Affiliate Transaction(s) has been
approved by a majority of the members of the Company's Board of Directors that
are disinterested in such transaction, if there are any directors who are so
disinterested, and (3) if involving consideration to either party in excess of
$10,000,000, unless in addition the Company, prior to the consummation thereof,
obtains a written favorable opinion as to the fairness of such transaction to
the Company from a financial point of view from an independent investment
banking firm of national reputation in the United States or, if pertaining to a
matter for which such investment banking firms do not customarily render such
opinions, an accounting, appraisal or valuation firm of national reputation in
the United States.

SECTION 4.11. LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS

     Except as set forth in this Section 4.11, the Company and the Guarantors
shall not, and neither the Company nor the Guarantors shall permit any of their
respective Subsidiaries to, directly or indirectly, issue, assume, guarantee,
incur, become directly or indirectly liable with respect to (including as a
result of an Acquisition), or otherwise become responsible for, contingently or
otherwise (individually and collectively, to "incur" or, as appropriate, an
"incurrence"), any Indebtedness (including Disqualified Capital Stock and
Acquired Indebtedness), other than Permitted Indebtedness.

     Notwithstanding the foregoing if:



               (1) no Default or Event of Default shall have occurred and be
          continuing at the time of, or would occur after giving effect on a pro
          forma basis to, such incurrence of Indebtedness; and

               (2) on the date of such incurrence (the "Incurrence Date"), the
          Company's Leverage Ratio for the Reference Period immediately
          preceding the Incurrence Date, after giving effect on a pro forma
          basis to such incurrence of such Indebtedness and, to the extent set
          forth in the definition of Leverage Ratio, the use of proceeds
          thereof, would be less than 5.0 to 1.0 (the "Debt Incurrence Ratio"),

                                       56
<PAGE>   66



          then the Company and its Subsidiaries may incur such Indebtedness
          (including Disqualified Capital Stock).

     In addition, the foregoing limitations of the first paragraph of this
Section 4.11 will not prohibit:

          (a) if no Event of Default shall have occurred and be continuing, the
     incurrence by the Company or any Guarantor of Indebtedness in an aggregate
     amount incurred and outstanding at any time pursuant to this paragraph (a)
     (plus any Refinancing Indebtedness incurred to retire, defease, refinance,
     replace or refund such Indebtedness) of up to $20,000,000; and

          (b) the incurrence by the Company or any Guarantor of Indebtedness
     pursuant to the Credit Agreement in an aggregate amount incurred and
     outstanding at any time pursuant to this paragraph (b) (plus any
     Refinancing Indebtedness incurred to retire, defease, refinance, replace or
     refund such Indebtedness) of up to $330,000,000, minus the amount of any
     such Indebtedness (1) retired with the Net Cash Proceeds from any Asset
     Sale applied to permanently reduce the outstanding amounts or the
     commitments with respect to such Indebtedness pursuant to clause (1)(b)(ii)
     of Section 4.14 or (2) assumed by a transferee in an Asset Sale so long as
     neither the Company nor such Guarantor continues to be an obligor under
     such Indebtedness.

     Indebtedness (including Disqualified Capital Stock) of any Person which is
outstanding at the time such Person becomes one of the Company's Subsidiaries
(including upon designation of any subsidiary or other Person as a Subsidiary)
or is merged with or into or consolidated with the Company or one of the
Company's Subsidiaries shall be deemed to have been incurred at the time such
Person becomes or is designated one of the Company's Subsidiaries or is merged
with or into or consolidated with the Company or one of the Company's
Subsidiaries as applicable.

     Notwithstanding any other provision of this Section 4.11, but only to avoid
duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of
another Guarantor incurred in accordance with the terms of this Indenture issued
at the time such Indebtedness was incurred or if later at the time the guarantor
thereof became one of the Company's Subsidiaries will not constitute a separate
incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the
Company may designate pursuant to which provision of this Section 4.11 such
Indebtedness is being incurred and the Company may subdivide an amount of
Indebtedness and designate more than one provision pursuant to which such amount
of Indebtedness is being incurred and such Indebtedness shall not be deemed to
have been incurred or outstanding under any other provision of this Section
4.11, except as stated otherwise in the foregoing provisions.


                                       57
<PAGE>   67



SECTION 4.12. LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES

     The Company and the Guarantors shall not, and neither the Company nor the
Guarantors shall permit any of their respective Subsidiaries to, directly or
indirectly, create, assume or suffer to exist any consensual restriction on the
ability of any Subsidiary of the Company to pay dividends or make other
distributions to or on behalf of, or to pay any obligation to or on behalf of,
or otherwise to transfer assets or property to or on behalf of, or to make or
pay loans or advances to or on behalf of, the Company or any of its
Subsidiaries, except:

               (1) restrictions imposed by the Notes or this Indenture or by the
          Company's other Indebtedness (which may also be guaranteed by the
          Guarantors) ranking senior to the Notes or the Guarantees, as
          applicable; provided, that such restrictions are no more restrictive
          than those imposed by this Indenture and the Notes;

               (2) restrictions imposed by applicable law;

               (3) existing restrictions under Existing Indebtedness;

               (4) restrictions under any Acquired Indebtedness not incurred in
          violation of this Indenture or any agreement (including any Equity
          Interest) relating to any property, asset, or business acquired by the
          Company or any of its Subsidiaries, which restrictions in each case
          existed at the time of acquisition, were not put in place in
          connection with or in anticipation of such acquisition and are not
          applicable to any Person, other than the Person acquired, or to any
          property, asset or business, other than the property, assets and
          business so acquired;

               (5) any restriction imposed by Indebtedness incurred under the
          Credit Agreement pursuant to clause (b) of Section 4.11; provided,
          that such restriction or requirement is no more restrictive than that
          imposed by the Credit Agreement as of the Issue Date;

               (6) restrictions with respect solely to any of the Company's
          Subsidiaries imposed pursuant to a binding agreement which has been
          entered into for the sale or disposition of all or substantially all
          of the Equity Interests or assets of such Subsidiary; provided, that
          such restrictions apply solely to the Equity Interests or assets of
          such Subsidiary which are being sold; and

               (7) in connection with and pursuant to permitted Refinancings,
          replacements of restrictions imposed pursuant to clauses (1), (3) or
          (4) or this clause (7) of this paragraph that are not more restrictive
          than those being replaced and do not apply to any other Person or
          assets than those that would have been covered by the restrictions in
          the Indebtedness so refinanced.

                                       58
<PAGE>   68



     Notwithstanding the foregoing, encumbrances or restrictions (a) that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is the subject of any lease, license or similar contract
entered into in the ordinary course of business, or the assignment or transfer
of any lease, license or contract entered into in the ordinary course of
business, (b) by virtue of any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any property or assets of the Company or any
Subsidiary not otherwise prohibited by this Indenture in respect of the assets
subject thereto, or (c) contained in security agreements or mortgages securing
Indebtedness to the extent such encumbrances or restrictions restrict the
transfer of the property subject to such security agreements or mortgages, may
be subject to customary restrictions on the transfer or disposition thereof
pursuant to such Lien.

SECTION 4.13. LIMITATIONS ON LAYERING INDEBTEDNESS

     The Company and the Guarantors shall not, and neither the Company nor the
Guarantors shall permit any of their respective Subsidiaries to, directly or
indirectly, incur, or suffer to exist any Indebtedness that is contractually
subordinate in right of payment to any of the Company's other Indebtedness or
any other Indebtedness of a Guarantor unless, by its terms, such Indebtedness is
contractually subordinate in right of payment to, or ranks pari passu with, the
Notes or the Guarantees, as applicable.

SECTION 4.14. LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK

     The Company and the Guarantors shall not, and neither the Company nor the
Guarantors shall permit any of their respective Subsidiaries to, in one or a
series of related transactions, convey, sell, lease, transfer, assign or
otherwise dispose of, directly or indirectly, any of their property, business or
assets, including by merger or consolidation (in the case of a Guarantor or one
of the Company's Subsidiaries), and including any sale or other transfer or
issuance of any Equity Interests of any of the Company's Subsidiaries, whether
by the Company or one of its Subsidiaries or through the issuance, sale or
transfer of Equity Interests by one of the Company's Subsidiaries and including
any sale and leaseback transaction (any of the foregoing, an "Asset Sale"),
unless:

     (1) (a) the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are
applied within 365 days after the date of such Asset Sale to the extent not
applied in accordance with paragraph (b) below, to the:

               (i) optional redemption of the Notes in accordance with the terms
          of this Indenture and the Company's other Indebtedness ranking on a
          parity with the Notes and with similar provisions requiring the
          Company to redeem such Indebtedness with the proceeds from such Asset
          Sale, pro rata in proportion to the respective principal amounts (or
          accreted values in the case of Indebtedness issued with an original
          issue discount) of the Notes and such other Indebtedness then
          outstanding; or

               (ii) repurchase of the Notes and such other Indebtedness ranking
          on a parity with the Notes and with similar provisions requiring the
          Company to make an offer to

                                       59
<PAGE>   69



          purchase such Indebtedness with the proceeds from such Asset Sale
          pursuant to a cash offer (subject only to conditions required by
          applicable law, if any) (pro rata in proportion to the respective
          principal amounts (or accreted values in the case of Indebtedness
          issued with an original issue discount) of the Notes and such other
          Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase
          price of 100% of the principal amount (or accreted value in the case
          of Indebtedness issued with an original issue discount) (the "Asset
          Sale Offer Price") together with accrued and unpaid interest and
          Liquidated Damages, if any, to the date of payment, made within 335
          days of such Asset Sale; or

          (b) within 365 days following such Asset Sale, the Asset Sale Offer
     Amount is:

                    (i) invested in fixed assets and property (other than notes,
               bonds, obligations and securities, except in connection with the
               acquisition of a Guarantor in a Related Business) which in the
               good faith reasonable judgment of the Company's Board of
               Directors will immediately constitute or be a part of a Related
               Business of the Company or such Subsidiary (if it continues to be
               a Subsidiary) immediately following such transaction; or

                    (ii) used to retire Purchase Money Indebtedness secured by
               the asset that was the subject of the Asset Sale or Senior Debt,
               the terms of which require retirement upon such Asset Sale, on a
               pro rata basis, and to permanently reduce (in the case of Senior
               Debt that is not such Purchase Money Indebtedness) the amount of
               such Senior Debt outstanding on the Issue Date or permitted
               pursuant to paragraphs (a) and (b) of Section 4.11 (including
               that in the case of a revolver or similar arrangement that makes
               credit available, such commitment is so permanently reduced by
               such amount),

     except that, in the case of each of the provisions of clauses (a) and (b),
     only proceeds from an Asset Sale of assets or capital stock of a Foreign
     Subsidiary may be invested in or used to retire Indebtedness of a Foreign
     Subsidiary;

                    (2) at least 85% of the total consideration for such Asset
               Sale or series of related Asset Sales consists of cash or Cash
               Equivalents;

                    (3) no Default or Event of Default shall have occurred and
               be continuing at the time of, or would occur after giving effect,
               on a pro forma basis, to, such Asset Sale; and

                    (4) the Company's Board of Directors determines in good
               faith that the Company or such Subsidiary receives, as
               applicable, fair market value for such Asset Sale.

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

     An acquisition of Notes pursuant to an Asset Sale Offer may be deferred
until the accumulated Net Cash Proceeds from Asset Sales not applied as set
forth in 1(a)(i) or 1(b) above (the


                                       60
<PAGE>   70



"Excess Proceeds") exceed $10,000,000 and that each Asset Sale Offer shall
remain open for 20 Business Days or such longer period as may be required by law
following its commencement (the "Asset Sale Offer Period").

     Upon expiration of the Asset Sale Offer Period, the Company shall apply the
Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and
Liquidated Damages, if any, to the purchase of all Indebtedness properly
tendered in accordance with the provisions hereof (on a pro rata basis if the
Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price (together with accrued interest and
Liquidated Damages, if any). To the extent that the aggregate amount of Notes
and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Asset Sale Offer Amount, the Company may use any remaining Net
Cash Proceeds for general corporate purposes as otherwise permitted by the
Indenture and following the consummation of each Asset Sale Offer the Excess
Proceeds amount shall be reset to zero. For purposes of (2) above, total
consideration received means the total consideration received for such Asset
Sales minus the amount of any (a) Indebtedness of the Company or any Subsidiary,
other than Subordinated Indebtedness, that is actually assumed by the transferee
of assets in such Asset Sale and from which the Company and the Subsidiaries are
fully and unconditionally released from any obligations in connection therewith
and (b) property that within 30 days of such Asset Sale is converted into cash
or Cash Equivalents; provided, that such cash and Cash Equivalents shall be
treated as Net Cash Proceeds attributable to the original Asset Sale for which
such property was received).

     Notwithstanding, and without complying with, the provisions of this
covenant:

               (1) the Company may and its Subsidiaries may, in the ordinary
          course of business, (a) convey, sell, transfer, assign or otherwise
          dispose of inventory and other assets acquired and held for resale in
          the ordinary course of business and (b) liquidate Cash Equivalents;

               (2) the Company may and its Subsidiaries may convey, sell,
          transfer, assign or otherwise dispose of assets pursuant to and in
          accordance with Article V;

               (3) the Company may and its Subsidiaries may sell or dispose of
          damaged, worn out or other obsolete personal property in the ordinary
          course of business so long as such property is no longer necessary for
          the proper conduct of the Company's business or the business of such
          Subsidiary, as applicable;

               (4) the Company may and the Guarantors may convey, sell, lease,
          transfer, assign or otherwise dispose of assets to the Company or any
          of the Guarantors;

               (5) the Company may and its Subsidiaries may, in the ordinary
          course of business, convey, sell, lease, transfer, assign, or
          otherwise dispose of assets (or related assets in related
          transactions) with a fair market value of less than $1,000,000;


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<PAGE>   71



               (6) the Company may and each of its Subsidiaries may settle or
          release litigation claims in the ordinary course of business or grant
          Liens thereon not prohibited by this Indenture; and

               (7) the Company may and the Guarantors may exchange assets held
          by the Company or such Guarantors for assets held by any Person or
          entity; provided, that (a) at the time of or when entering into any
          such exchange of assets and immediately after giving effect thereto,
          no Default or Event of Default shall have occurred and be continuing
          or would occur as a consequence thereof, (b) the assets received by
          the Company or such Guarantors in any such exchange in the good faith
          reasonable judgment of the Company's Board of Directors will
          immediately constitute, be a part of, or be used in, a Related
          Business of the Company or such Guarantors, (c) the Company's Board of
          Directors has determined that the terms of any exchange are fair and
          reasonable, (d) any such exchange shall be deemed to be an Asset Sale
          to the extent that the Company or any of the Guarantors receives cash
          or Cash Equivalents in such exchange, and (e) that, in the case of a
          transaction exceeding $10,000,000 of consideration to any party
          thereto, the Company shall have obtained a favorable written opinion
          by an independent financial advisor of national reputation in the
          United States as to the fairness from a financial point of view to the
          Company or such Guarantor of the proposed transaction.

     Any Asset Sale Offer shall be made in compliance with all applicable laws,
rules, and regulations, including, if applicable, Regulation 14E of the Exchange
Act and all other applicable Federal and state securities laws. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this paragraph, the Company's compliance or the compliance of any
of the Company's Subsidiaries with such laws and regulations shall not in and of
itself cause a breach of the Company's obligations under this Section 4.14.

     If the payment date in connection with an Asset Sale Offer hereunder is on
or after an interest payment Record Date and on or before the associated
Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages,
if any) due on such Interest Payment Date will be paid to the Person in whose
name a Note is registered at the close of business on such Record Date on the
corresponding Interest Payment Date.

     Notice of an Asset Sale Offer shall be sent, on or prior to the
commencement of the Asset Sale Offer, by first-class mail, by the Company to
each Holder at its registered address, with a copy to the Trustee. The notice to
the Holders shall contain all information, instructions and materials required
by applicable law or otherwise material to such Holders' decision to tender
Notes pursuant to the Asset Sale Offer. The notice, which (to the extent
consistent with this Indenture) shall govern the terms of an Asset Sale Offer,
shall state:

               (1) that the Asset Sale Offer is being made pursuant to such
          notice and this Section 4.14;



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<PAGE>   72



               (2) the Asset Sale Offer Amount, the Asset Sale Offer Price
          (including the amount of accrued but unpaid interest (and Liquidated
          Damages, if any)), and the date of purchase;

               (3) that any Note or portion thereof not tendered or accepted for
          payment will continue to accrue interest (and Liquidated Damages, if
          any) if interest (and Liquidated Damages, if any) is then accruing;

               (4) that, unless the Company defaults in depositing cash with the
          Paying Agent (which may not for purposes of this Section 4.14,
          notwithstanding anything in this Indenture to the contrary, be the
          Company or any Affiliate of the Company) in accordance with the last
          paragraph of this Section 4.14, any Note, or portion thereof, accepted
          for payment pursuant to the Asset Sale Offer shall cease to accrue
          interest (and Liquidated Damages, if any) after the payment date in
          connection with an Asset Sale;

               (5) that Holders electing to have a Note, or portion thereof,
          purchased pursuant to an Asset Sale Offer will be required to
          surrender their Note, with the form entitled "Option of Holder to
          Elect Purchase" on the reverse of the Note completed, to the Paying
          Agent (which may not for purposes of this Section 4.14,
          notwithstanding any other provision of this Indenture, be the Company
          or any Affiliate of the Company) at the address specified in the
          notice;

               (6) that Holders will be entitled to withdraw their elections, in
          whole or in part, if the Paying Agent receives, prior to the
          expiration of the Asset Sale Offer, a facsimile transmission or letter
          setting forth the name of the Holder, the principal amount of the
          Notes the Holder is withdrawing and a statement containing a facsimile
          signature and stating that such Holder is withdrawing his election to
          have such principal amount of the Notes purchased;

               (7) that if Indebtedness in an aggregate principal amount in
          excess of the aggregate principal amount of Notes to be acquired
          pursuant to the Asset Sale Offer is tendered and not withdrawn, the
          Company shall purchase such Indebtedness on a pro rata basis in
          proportion to the respective principal amounts (or accreted values in
          the case of Indebtedness issued with an original issue discount)
          thereof (with such adjustments as may be deemed appropriate by the
          Company so that only Notes in denominations of $1,000 or integral
          multiples of $1,000 shall be acquired);

               (8) that Holders whose Notes were purchased only in part will be
          issued new Notes equal in principal amount to the unpurchased portion
          of the Notes surrendered; and

               (9) the circumstances and relevant facts regarding such Asset
          Sale.

     On or before the date of purchase, the Company shall (i) accept for payment
Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on
a pro rata basis if required


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pursuant to paragraph (7) above), (ii) deposit with the Paying Agent cash
sufficient to pay the Asset Sale Offer Price for all Notes or portions thereof
so accepted and (iii) deliver to the Trustee Notes so accepted together with an
Officers' Certificate setting forth the Notes or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail or deliver to
Holders of Notes so accepted payment in an amount equal to the Asset Sale Offer
Price for such Notes, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Note equal in principal amount to any unpurchased
portion of the Note surrendered. Any Notes not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.

SECTION 4.15. WAIVER OF STAY, EXTENSION OR USURY LAWS

     Each of the Company and the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company or any Guarantor from paying all or any portion of the principal of,
premium of, or interest (or Liquidated Damages, if any) on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) each of the Company and the Guarantors hereby
expressly waives all benefit or advantage of any such law and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

SECTION 4.16. LIMITATION ON LIENS SECURING INDEBTEDNESS

     The Company and the Guarantors shall not, and neither the Company nor the
Guarantors shall permit any of their respective Subsidiaries to, create, incur,
assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon
any of their respective assets now owned or acquired on or after the date of
this Indenture or upon any income or profits therefrom securing any Indebtedness
of the Company or any Indebtedness of any Guarantor, unless the Company
provides, and causes its Subsidiaries to provide, concurrently therewith, that
the Notes and the applicable Guarantees are equally and ratably so secured;
provided, that if such Indebtedness is Subordinated Indebtedness, the Lien
securing such Subordinated Indebtedness shall be contractually subordinate and
junior to the Lien securing the Notes (and any related applicable Guarantees)
with the same relative priority as such Subordinated Indebtedness shall have
with respect to the Notes (and any related applicable Guarantees).

SECTION 4.17. LIMITATIONS ON LINES OF BUSINESS

     Neither the Company nor any of its Subsidiaries shall directly or
indirectly engage to any substantial extent in any line or lines of business
activity other than that which, in the reasonable good faith judgment of the
Company's Board of Directors, is a Related Business.


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                                    ARTICLE V

                              SUCCESSOR CORPORATION

SECTION 5.1. LIMITATION ON MERGER, SALE OR CONSOLIDATION

     The Company shall not consolidate with or merge with or into another Person
or, directly or indirectly, sell, lease, convey or transfer all or substantially
all of its assets (such amounts to be computed on a consolidated basis), whether
in a single transaction or a series of related transactions, to another Person
or group of affiliated Persons, unless:

                    (1) either (a) the Company is the continuing entity or (b)
               the resulting, surviving or transferee entity is a corporation
               organized under the laws of the United States, any state thereof
               or the District of Columbia and expressly assumes by supplemental
               indenture (in form and substance reasonably satisfactory to the
               Trustee) all of the Company's obligations in connection with the
               Notes and this Indenture and the Registration Rights Agreement;

                    (2) no Default or Event of Default shall exist or shall
               occur immediately after giving effect on a pro forma basis to
               such transaction;

                    (3) immediately after giving effect to such transaction on a
               pro forma basis, the consolidated resulting, surviving or
               transferee entity would (a) have a Leverage Ratio no more than
               the Company's Leverage Ratio immediately prior to such
               transaction or (b) immediately thereafter be permitted to incur
               at least $1.00 of additional Indebtedness pursuant to the Debt
               Incurrence Ratio; and

                    (4) each Guarantor shall have by amendment to this Indenture
               confirmed that its Guarantee shall apply to the obligations of
               the Company or the surviving entity in accordance with the Notes
               and this Indenture.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries of the Company, the Company's interest in which constitutes
all or substantially all of the Company's properties and assets, shall be deemed
to be the transfer of all or substantially all of the Company's properties and
assets.

SECTION 5.2. SUCCESSOR CORPORATION SUBSTITUTED

     Upon any consolidation or merger or any transfer of all or substantially
all of the assets of the Company in accordance with Section 5.1, the surviving
entity formed by such consolidation or into which the Company is merged or to
which such transfer is made shall succeed to and (except in the case of a lease)
be substituted for, and may exercise every right and power of,


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the Company under this Indenture with the same effect as if such surviving
entity had been named herein as the Company, and (except in the case of a lease)
when a surviving entity duly assumes all of the obligations of the Company
pursuant hereto and pursuant to the Notes, the Company shall be released from
such obligations (except with respect to any obligations that arise from, or are
related to, such transaction).

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1. EVENTS OF DEFAULT

     "Event of Default," wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be caused
voluntarily or involuntarily or effected, without limitation, 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)

               (i) the Company's failure to pay any installment of interest (or
          Liquidated Damages, if any) on the Notes as and when the same becomes
          due and payable and the continuance of any such failure for 30 days;

               (ii) the Company's failure to pay all or any part of the
          principal of, or premium, if any, on the Notes when and as the same
          becomes due and payable at maturity, redemption, by acceleration or
          otherwise, including, without limitation, payment of the Change of
          Control Purchase Price or the Asset Sale Offer Price on Notes validly
          tendered and not properly withdrawn pursuant to a Change of Control
          Offer or Asset Sale Offer, as applicable;

               (iii) the Company's failure or the failure by any of its
          Subsidiaries to observe or perform any other covenant or agreement
          contained in the Notes or this Indenture and, except for the
          provisions under Sections 4.3 and 4.14 and Articles V and X, the
          continuance of such failure for a period of 60 days after written
          notice is given to the Company by the Trustee or to the Company and
          the Trustee by the Holders of at least 25% in aggregate principal
          amount of the Notes outstanding;

               (iv) a decree, judgment, or order by a court of competent
          jurisdiction shall have been entered adjudicating the Company or any
          of its Significant Subsidiaries as bankrupt or insolvent, or approving
          as properly filed a petition seeking reorganization of the Company or
          any of its Significant Subsidiaries under any bankruptcy or similar
          law, and such decree or order shall have continued undischarged and
          unstayed for a period of 60 days; or a decree, judgment or order of a
          court of competent jurisdiction appointing a receiver, liquidator,
          trustee, or assignee in bankruptcy or insolvency for the Company, any
          of its Significant Subsidiaries, or any substantial part of the
          property of any such Person, or for the


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<PAGE>   76



          winding up or liquidation of the affairs of any such Person, shall
          have been entered, and such decree, judgment, or order shall have
          remained in force undischarged and unstayed for a period of 60 days;

               (v) the Company or any of its Significant Subsidiaries shall
          institute proceedings to be adjudicated a voluntary bankrupt, or shall
          consent to the filing of a bankruptcy proceeding against it, or shall
          file a petition or answer or consent seeking reorganization under any
          bankruptcy or similar law or similar statute, or shall consent to the
          filing of any such petition, or shall consent to the appointment of a
          custodian, receiver, liquidator, trustee, or assignee in bankruptcy or
          insolvency of it or any substantial part of its assets or property, or
          shall make a general assignment for the benefit of creditors, or shall
          admit in writing its inability to pay its debts generally as they
          become due, or take any corporate action in furtherance of any of the
          foregoing;

               (vi) a default in the Company's Indebtedness or the Indebtedness
          of any of its Subsidiaries with an aggregate amount outstanding in
          excess of $10,000,000 (a) resulting from the failure to pay principal
          of such Indebtedness at maturity (after notice and the lapse of any
          applicable grace period provided in such Indebtedness) or (b) as a
          result of which the maturity of such Indebtedness has been accelerated
          prior to its stated maturity;

               (vii) unsatisfied judgments not covered by insurance aggregating
          in excess of $5,000,000 at any one time rendered against the Company
          or any of its Subsidiaries and not stayed, bonded or discharged within
          60 days after such judgment became final and nonappealable; and

               (viii) any Guarantee of a Guarantor ceases to be in full force
          and effect or becomes unenforceable or invalid or is declared null and
          void or any Guarantor denies or disaffirms its obligations under its
          Guarantee (other than in accordance with the terms of the Guarantee).

SECTION 6.2. ACCELERATION OF MATURITY DATE; RESCISSION AND ANNULMENT

     If an Event of Default occurs and is continuing (other than an Event of
Default specified in Section 6.1(iv) or Section 6.1(v) relating to the Company
or any of its Significant Subsidiaries), then in every such case, unless the
principal of all of the Notes shall have already become due and payable, either
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding, by notice in writing to the Company specifying the
respective Event of Default (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all principal, determined as set forth
below, and accrued interest (and Liquidated Damages, if any) thereon to be due
and payable immediately. In the event a declaration of acceleration resulting
from an Event of Default described in Section 6.1(vi) with respect to any Senior
Debt outstanding pursuant to the Credit Agreement has occurred and is
continuing, such declaration of acceleration shall be automatically annulled if
such default is cured or waived or the holders of such Senior Debt


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which is the subject of such default have rescinded their declaration of
acceleration in respect of such Senior Debt within 10 days thereof and the
Trustee has received written notice of such cure, waiver or rescission and no
other Event of Default described in Section 6.1(vi) has occurred that has not
been cured or waived within 10 days of the declaration of such acceleration in
respect of such Indebtedness. If an Event of Default specified in Section
6.1(iv) or Section 6.1(v) relating to the Company or any of its Significant
Subsidiaries occurs, all principal and accrued interest (and Liquidated Damages,
if any) thereon will be immediately due and payable on all outstanding Notes
without any declaration or other act on the part of the Trustee or the Holders.

     The Holders of a majority in aggregate principal amount of the then
outstanding Notes, by written notice to the Trustee, may rescind any
acceleration and its consequences if the recission would not conflict with any
judgment or decree and if all existing Events of Default, other than the
non-payment of the principal of, premium, if any, and interest or Liquidated
Damages, if any, on the Notes that have become due solely because of the
acceleration, have been cured or waived as provided in Section 6.12.

SECTION 6.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

     The Company covenants that if an Event of Default in payment of principal,
premium or interest specified in clause (i) or (ii) of Section 6.1 hereof occurs
and is continuing, the Company shall, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Notes, the whole amount then due and payable
on such Notes for principal, premium (if any), and interest (and Liquidated
Damages, if any), and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any),
and on any overdue interest (and Liquidated Damages, if any), at the rate borne
by the Notes, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including compensation
to, and expenses, disbursements and advances of the Trustee and its agents and
counsel and all other amounts due the Trustee under Section 7.7.

     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 in favor of the
Holders, 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 Notes 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 Notes,
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
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 6.4. TRUSTEE MAY FILE PROOFS OF CLAIM



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     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 Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes 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, premium, if any, or interest (and Liquidated Damages, if
any)) shall be entitled and empowered, by intervention in such proceeding or
otherwise to take any and all actions under the TIA, including

               (1) to file and prove a claim for the whole amount of principal
          (and premium, if any) and interest (and Liquidated Damages, if any)
          owing and unpaid in respect of the Notes 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 and
          its agent and counsel and all other amounts due the Trustee under
          Section 7.7) and of the Holders allowed in such judicial proceeding,
          and

               (2) to collect and receive any moneys or other property payable
          or deliverable on any such claims and to distribute the same;

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 and 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 Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes 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 6.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES

     All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes 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 in favor of the Holders, and any recovery of judgment shall,
after provision for the payment of compensation to, and expenses, disbursements
and advances of the Trustee and its agents and counsel and all other amounts due
the Trustee under Section 7.7, be for the ratable benefit of the Holders of the
Notes in respect of which such judgment has been recovered.


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SECTION 6.6. PRIORITIES

     Any money collected by the Trustee pursuant to this Article VI 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, premium (if
any), or interest (or Liquidated Damages, if any), upon presentation of the
Notes and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

     FIRST: To the Trustee in payment of all amounts due pursuant to Section 7.7
hereof;

     SECOND: To the holders of Senior Debt if and to the extent required by
Articles XI and XII;

     THIRD: To the Holders in payment of the amounts then due and unpaid for
principal of, premium (if any), and interest (and Liquidated Damages, if any)
on, the Notes 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 Notes for principal, premium (if any),
and interest (and Liquidated Damages, if any), respectively; and

     FOURTH: To the Company, the Guarantors or such other Person as may be
lawfully entitled thereto, the remainder, if any, each as their respective
interests may appear.

     The Trustee may, but shall not be obligated to, fix a record date and
payment date for any payment to the Holders under this Section 6.6.

SECTION 6.7. LIMITATION ON SUITS

     No Holder of any Note shall have any right to order or direct the Trustee
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

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

                    (B) the Holders of not less than 25% in aggregate principal
               amount of then outstanding Notes 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;

                    (C) such Holder or Holders have offered to the Trustee
               security or indemnity reasonably satisfactory to it against the
               costs, expenses and liabilities to be incurred or reasonably
               probable to be incurred in compliance with such request;


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                    (D) the Trustee for 60 days after its receipt of such
               notice, request and offer of indemnity has failed to institute
               any such proceeding; and

                    (E) 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
               outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of
this Indenture 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 6.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST

     Notwithstanding any other provision of this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of, and premium (if any), and interest (and Liquidated
Damages, if any) on, such Note on the Maturity Dates of such payments as
expressed in such Note (in the case of redemption, the Redemption Price on the
applicable Redemption Date, in the case of a Change of Control, the Change of
Control Purchase Price on the Change of Control Purchase Date, and in the case
of an Asset Sale, the Asset Sale Offer Price on the relevant purchase date) and
to institute suit for the enforcement of any such payment after such respective
dates, and such rights shall not be impaired without the consent of such Holder.

SECTION 6.9. RIGHTS AND REMEDIES CUMULATIVE

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes in Section 2.7 hereof, 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 and remedy given hereunder or now or hereafter existing at law
or in 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 6.10. DELAY OR OMISSION NOT WAIVER

     No delay or omission by the Trustee or by any Holder of any Note to
exercise any right or remedy arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event of
Default. Every right and remedy given by this Article VI 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.


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SECTION 6.11. CONTROL BY HOLDERS

     The Holder or Holders of a majority in aggregate principal amount of then
outstanding Notes 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 upon the Trustee, provided, that

               (1) such direction shall not be in conflict with any applicable
          rule of law or with this Indenture;

               (2) the Trustee shall not determine that the action so directed
          would be unjustly prejudicial to the Holders not taking part in such
          direction; and

               (3) the Trustee may take any other action deemed proper by the
          Trustee which is not inconsistent with such direction.

SECTION 6.12. WAIVER OF EXISTING OR PAST DEFAULT

     Subject to Section 6.8, the Holder or Holders of not less than a majority
in aggregate principal amount of the outstanding Notes may, on behalf of all
Holders, waive any existing or past Default and its consequences under this
Indenture, except a continuing Default

               (A) with respect to any provision requiring a supermajority
          approval to amend, which Default may only be waived by such
          supermajority; or

               (B) in the payment of the principal of, premium, if any, or
          interest (or Liquidated Damages, if any) on, any Note as specified in
          clauses (i) and (ii) of Section 6.1 hereof and not yet cured; or

               (C) with respect to any covenant or provision hereof which, under
          Article IX, cannot be modified or amended without the consent of the
          Holder of each outstanding Note affected.

     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 the exercise of any right arising therefrom.

SECTION 6.13. UNDERTAKING FOR COSTS

     All parties to this Indenture agree, and each Holder of any Note by his
acceptance thereof shall be deemed to have agreed, that 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 to


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be taken by it as Trustee, any court may in its discretion require 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 and expenses, 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 6.13 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 aggregate principal amount of the outstanding
Notes, or to any suit instituted by any Holder for enforcement of the payment of
principal of, or premium (if any), or interest (or Liquidated Damages, if any)
on, any Note on or after the respective Maturity Date expressed in such Note
(including, in the case of redemption, on or after the Redemption Date).

SECTION 6.14. 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 case, subject to any determination in such
proceeding, the Company, the Guarantors, 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.

                                   ARTICLE VII

                                     TRUSTEE

     The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed, subject to the
terms hereof.

SECTION 7.1. DUTIES OF TRUSTEE

     (a) If a Default or 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 Person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

          (1) the Trustee need perform only those duties as are specifically set
     forth in this Indenture and no others, and no covenants or obligations
     shall be implied in or read into this Indenture which are adverse to the
     Trustee, and


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<PAGE>   83



          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     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 examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations or other
     facts stated therein).

     (c) The Trustee shall 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 Trust Officer, unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts; and

          (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 Section 6.11 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 duties hereunder or to take or omit to take any action under this
Indenture or at the request, order or direction of the Holders 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.

     (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section 7.1.

     (f) The Trustee shall not be liable for interest on any assets received by
it except as the Trustee may agree in writing with the Company (including
without limitation to the extent the Trustee receives funds prior to the
interest payment date in order to comply with the provisions of Section 4.1).
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law.

SECTION 7.2. RIGHTS OF TRUSTEE

          Subject to Section 7.1 hereof:


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<PAGE>   84



     (a) The Trustee may conclusively rely on 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 such document.

     (b) Before the Trustee acts or refrains from acting, it may consult with
counsel and may require an Officers' Certificate or an Opinion of Counsel, which
shall conform to Sections 13.4 and 13.5 hereof. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or advice of counsel.

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

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

     (e) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture 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.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders, pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby.

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

     (h) The Trustee shall have no duty to inquire as to the performance of the
Company's or any Guarantor's covenants in Article IV hereof or as to the
performance by any Agent of its duties hereunder. In addition, the Trustee shall
not be deemed to have knowledge of any Default or Event of Default except (i)
any Event of Default occurring pursuant to Sections 6.1(i), 6.1(ii) and 4.1
hereof, or (ii) any Default or Event of Default of which the Trustee shall have
received written notification or obtained actual knowledge.

     (i) 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, an Opinion of Counsel, or both.


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<PAGE>   85



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

SECTION 7.3. INDIVIDUAL RIGHTS OF TRUSTEE

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company, any Guarantor, any of
their Subsidiaries, or their respective Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11 hereof.

SECTION 7.4. TRUSTEE'S DISCLAIMER

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Notes and it shall not be accountable for the Company's use of
the proceeds from the Notes, and it shall not be responsible for any statement
in the Notes, other than the Trustee's certificate of authentication, or the use
or application of any funds received by a Paying Agent other than the Trustee.

SECTION 7.5. NOTICE OF DEFAULT

     If a Default or an Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Securityholder notice of
the uncured Default or Event of Default within 90 days after such Default or
Event of Default occurs.

SECTION 7.6. REPORTS BY TRUSTEE TO HOLDERS

     Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, the Trustee shall, if required by law, mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA ss.
313(a). The Trustee also shall comply with TIA ss.ss. 313(b) and 313(c).

     The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange or automatic quotation system or of any
delisting thereof.

     A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the SEC and each stock exchange, if any,
on which the Notes are listed.

SECTION 7.7. COMPENSATION AND INDEMNITY

     The Company and the Guarantors jointly and severally agree to pay to the
Trustee from time to time such compensation for its services as the Company and
the Trustee shall from time


                                       76
<PAGE>   86



to time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company and the
Guarantors shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in accordance with
this Indenture. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
counsel.

     The Company and the Guarantors jointly and severally agree to indemnify
each of the Trustee (in its capacity as Trustee) and each predecessor Trustee
and each of its officers, directors, attorneys-in-fact and agents for, and hold
it harmless against, any claim, demand, expense (including but not limited to
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel), loss or liability incurred by it without negligence or bad faith on
the part of the Trustee, arising out of or in connection with the acceptance and
the administration of this trust and its rights or duties hereunder, including
the reasonable 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. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity; provided, however,
that any failure to so notify the Company shall not relieve the Company or any
Guarantor of its indemnity obligations hereunder. The Company and the Guarantors
shall defend the claim and the Trustee shall provide reasonable cooperation at
the Company's and the Guarantors' expense in the defense. The Trustee may have
separate counsel and the Company and the Guarantors shall pay the reasonable
fees and expenses of such counsel; provided, that the Company and the Guarantors
will not be required to pay such fees and expenses if they assume the Trustee's
defense and if the Trustee is advised by its counsel that there is no conflict
of interest between the Company and the Guarantors and the Trustee in connection
with such defense. The Company and the Guarantors need not pay for any
settlement made without their written consent, which shall not be unreasonably
withheld. The Company and the Guarantors need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.

     To secure the Company's and the Guarantors' payment obligations in this
Section 7.7, the Trustee shall have a lien prior to the Notes on all assets held
or collected by the Trustee, in its capacity as Trustee, except assets held in
trust to pay principal and premium, if any, of or interest on particular Notes.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(iv) or (v) of this Indenture occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

     The Company's and the Guarantors' obligations under this Section 7.7 and
any lien arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Company's and the Guarantors' obligations pursuant
to Article VIII of this Indenture and any rejection or termination of this
Indenture under any Bankruptcy Law.


                                       77
<PAGE>   87



SECTION 7.8. REPLACEMENT OF TRUSTEE

     The Trustee may resign by so notifying the Company in writing. The Holder
or Holders of a majority in aggregate principal amount of the outstanding Notes
may remove the Trustee by so notifying the Company and the Trustee in writing
and may appoint a successor trustee with the Company's consent. The Company may
remove the Trustee if:

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

          (b) the Trustee is adjudged bankrupt or insolvent;

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

          (d) the Trustee becomes incapable of acting.

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

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that and provided
that all sums owing to the retiring Trustee provided for in Section 7.7 hereof
have been paid, the retiring Trustee shall transfer all property held by it as
trustee to the successor Trustee, subject to the lien, if any, provided in
Section 7.7 hereof, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder.

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

     If the Trustee fails to comply with Section 7.10 hereof, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Company's and the Guarantors' obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.


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<PAGE>   88



SECTION 7.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the resulting, surviving or transferee corporation without any further act
shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION

     The Trustee shall at all times satisfy the requirements of TIA ss.
310(a)(1), (2) and (5). The Trustee shall have a combined capital and surplus of
at least $25,000,000, as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA ss. 310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

     The Company may elect to have Section 8.2, at the Company's option and at
any time, or Section 8.3, at the Company's option and at any time, of this
Indenture applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.

SECTION 8.2. LEGAL DEFEASANCE AND DISCHARGE

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
outstanding Notes and Guarantees on the date the conditions set forth 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 Notes, and this Indenture shall cease
to be of further effect as to all outstanding Notes and Guarantees, except as to
be deemed to be "outstanding" only for the purposes of the Sections of this
Indenture referred to in (a) and (b) below, and the Company and the Guarantors
shall be deemed to have satisfied all other of their respective obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive


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<PAGE>   89



until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, premium,
if any, and interest (and Liquidated Damages, if any) on such Notes when such
payments are due from the trust described in Section 8.5, (b) the Company's
obligations with respect to such Notes under Sections 2.3, 2.4, 2.6, 2.7, 2.10,
4.2, 8.5, 8.6 and 8.7 hereof, and (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and the Company's obligations in connection
therewith. Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2 notwithstanding the prior exercise of
its option under Section 8.3 hereof with respect to the Notes.

SECTION 8.3. COVENANT DEFEASANCE

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and the Guarantors shall be released
from their respective obligations under the covenants contained in Sections 4.3,
4.6, 4.8, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17, Article V and Article X
hereof with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Notes, neither the Company nor any Guarantor need comply with and shall have any
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.1(iii), but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.1 hereof of the option applicable to this Section 8.3, and
subject to Section 8.4, Sections 6.1(vi) through 6.1(viii) hereof shall not
constitute Events of Default with respect to the Notes.

SECTION 8.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

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

     (a) (i) The Company shall irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, U.S. legal tender, U.S. Government
Obligations or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest (and Liquidated Damages,
if any) on such Notes on the stated date for payment thereof or on the
redemption date of such principal or installment of principal of, premium, if
any, or interest (and Liquidated Damages, if any) on such Notes, and the Holders
of Notes must have a valid, perfected, exclusive security interest in such
trust; (ii) in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an opinion of counsel in the United States reasonably acceptable to
the


                                       80
<PAGE>   90



Trustee confirming that: (A) the Company has received from, or there has been
published by the Internal Revenue Service, a ruling or (B) since the date of
this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the Holders of such Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee an opinion of counsel in the United
States reasonably acceptable to such Trustee confirming that the Holders of such
Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred; (iv) no Default or Event
of Default shall have occurred and be continuing on the date of such deposit or
insofar as Events of Default from bankruptcy or insolvency events are concerned,
at any time in the period ending on the 91st day after the date of deposit; (v)
such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under this Indenture or any other material
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound; (vi) the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of such Notes over any other creditors of the Company or with the intent
of defeating, hindering, delaying or defrauding any other creditors of the
Company or others; and (vii) the Company shall have delivered to the Trustee an
Officers' Certificate and an opinion of counsel, each stating that the
conditions precedent provided for in, in the case of the Officers' Certificate,
(i) through (vi) and, in the case of the opinion of counsel, clauses (i) (with
respect to the validity and perfection of the security interest), (ii), (iii)
and (v) of this paragraph have been complied with and the Company shall have
delivered to the Trustee an Officers' Certificate, subject to such
qualifications and exceptions as the Trustee deems appropriate, to the effect
that, assuming no Holder of the Notes is an insider of the Company, the trust
funds will not be subject to the effect of any applicable Federal bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally.

     If the funds deposited with the Trustee to effect Covenant Defeasance are
insufficient to pay the principal of, premium, if any, and interest (and
Liquidated Damages, if any) on the Notes when due, then the obligations of the
Company and the Guarantors under this Indenture will be revived and no such
defeasance will be deemed to have occurred.

SECTION 8.5. DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE

             HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

     Subject to Section 8.6 hereof, all cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "Paying Agent")
pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held
in trust and applied by the Paying Agent, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
other


                                       81
<PAGE>   91



Paying Agent as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest (and Liquidated Damages, if any), 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
deposited pursuant to Section 8.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of outstanding Notes.

SECTION 8.6. REPAYMENT TO THE COMPANY

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

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

SECTION 8.7. REINSTATEMENT

     If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case
may be, of this Indenture by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or
Paying Agent is permitted to apply such money in accordance with Sections 8.2
and 8.3 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest (and


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<PAGE>   92



Liquidated Damages, if any) on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the cash or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

     Without the consent of any Holder, the Company or any Guarantor, when
authorized by Board Resolutions, 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 cure any ambiguity, defect, or inconsistency;

               (2) to add to the covenants of the Company or the Guarantors for
          the benefit of the Holders, or to surrender any right or power herein
          conferred upon the Company or the Guarantors or make any other change
          that does not materially adversely affect the rights of any Holder;

               (3) to provide for collateral for or additional Guarantors of the
          Notes;

               (4) to evidence the succession of another Person to the Company,
          and the assumption by any such successor of the obligations of the
          Company, herein and in the Notes in accordance with Article V;

               (5) to comply with the TIA;

               (6) to evidence the succession of another corporation to any
          Guarantor and assumption by any such successor of the Guarantee of
          such Guarantor (as set forth in Section 11.4) in accordance with
          Article XI;

               (7) to evidence the release of any Guarantor in accordance with
          Article XI;

               (8) to evidence and provide for the acceptance of appointment
          hereunder by a successor Trustee with respect to the Notes;

               (9) in any other case where a supplemental indenture is required
          or permitted to be entered into pursuant to the provisions of this
          Indenture without the consent of any Holder; or


                                       83
<PAGE>   93



               (10) to provide for the issuance and authorization of the
          Exchange Notes.



SECTION 9.2. AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH CONSENT OF
HOLDERS

     Subject to Section 6.8 hereof, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for such Notes), by written act of said Holders delivered to the Company and the
Trustee, the Company and the Guarantors, when authorized by Board Resolutions,
and the Trustee may amend or supplement this Indenture or 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 or the Notes. Subject to Section 6.8, the Holder or Holders of
not less than a majority in aggregate principal amount of Notes then outstanding
may waive compliance by the Company or any Guarantor with any provision of this
Indenture or the Notes. Notwithstanding any of the above, however, no such
amendment, supplemental indenture or waiver shall, without the consent of the
Holder of each outstanding Note affected thereby:

                    (1) change the Stated Maturity on any Note, or reduce the
               principal amount thereof or the rate (or extend the time for
               payment) of interest thereon or any premium payable upon the
               redemption thereof at the Company's option, or change the city of
               payment where, or the coin or currency in which, any Note 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
               at the Company's option, on or after the Redemption Date), or
               reduce the Change of Control Purchase Price or the Asset Sale
               Offer Price after the corresponding Asset Sale or Change of
               Control has occurred or alter the provisions (including the
               defined terms used therein) of Article III of this Indenture or
               Section 5 of the Notes regarding the right of the Company to
               redeem the Notes as a right, or at the Company's option or the
               provisions (including the defined terms used therein) of Article
               X in a manner adverse to the Holders; or

                    (2) reduce the percentage in principal amount of the
               outstanding Notes, the consent of whose Holders is required for
               any such amendment, supplemental indenture or waiver provided for
               in this Indenture; or

                    (3) modify any of the waiver provisions, except to increase
               any required 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 Note affected
               thereby.

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


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

     After an amendment, supplement or waiver under this Section 9.2 or under
Section 9.4 hereof becomes effective, it shall bind each Holder.

     In connection with any amendment, supplement or waiver under this Article
IX, the Company may, but shall not be obligated to, offer to any Holder who
consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

SECTION 9.3. COMPLIANCE WITH TIA

     Every amendment, waiver or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect.

SECTION 9.4. REVOCATION AND EFFECT OF CONSENTS

     Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder or subsequent Holder may revoke the consent as to his Note or
portion of his Note by written notice to the Company or the Person designated by
the Company as the Person to whom consents should be sent if such revocation is
received by the Company or such Person before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver.

     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 the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Securityholder, unless it makes a change described in any of clauses (1)
through (3) of Section 9.2 hereof, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided, that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal and premium of
and interest (and


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Liquidated Damages, if any) on a Note, on or after the respective dates set for
such amounts to become due and payable expressed in such Note, or to bring suit
for the enforcement of any such payment on or after such respective dates.

SECTION 9.5. NOTATION ON OR EXCHANGE OF NOTES

     If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver it to the Trustee or
require the Holder to put an appropriate notation on the Note. The Trustee may
place an appropriate notation on the Note about the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Note shall issue and the Trustee shall authenticate
a new Note that reflects the changed terms. Any failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment,
supplement or waiver.

SECTION 9.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article IX; provided, that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's own rights, duties or immunities under this Indenture. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article IX is authorized or permitted by this
Indenture.

                                    ARTICLE X

                           RIGHT TO REQUIRE REPURCHASE

SECTION 10.1. REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF
              CONTROL.

     (a) In the event that a Change of Control has occurred, each Holder of
Notes will have the right, at such Holder's option, pursuant to an offer
(subject only to conditions required by applicable law, if any) by the Company
(the "Change of Control Offer"), to require the Company to repurchase all or any
part of such Holder's Notes (provided, that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) on a date (the "Change of
Control Purchase Date") that is no later than 35 Business Days after the
occurrence of such Change of Control, at a cash price equal to 101% of the
principal amount thereof (the "Change of Control Purchase Price"), together with
accrued and unpaid interest and Liquidated Damages, if any, to the Change of
Control Purchase Date.

     Notwithstanding the foregoing, the Company will not be required to make a
Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth herein applicable


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<PAGE>   96



to a Change of Control Offer made by the Company, including any requirements to
repay in full all Indebtedness under the Credit Agreement, any such Senior Debt
or Senior Debt of any Guarantor or obtains the consents of such lenders to such
Change of Control Offer as set forth in the following paragraph of this Section,
and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

     Notwithstanding anything in this Article X to the contrary, prior to the
commencement of a Change of Control Offer, but in any event within 30 days
following any Change of Control, the Company shall:

                    (1)(A) repay in full, and terminate all commitments under,
               all Indebtedness under the Credit Agreement and all other Senior
               Debt the terms of which require repayment upon a Change of
               Control or (B) offer to repay in full, and terminate all
               commitments under, all Indebtedness under the Credit Agreement
               and all such other Senior Debt and repay the Indebtedness owed to
               each lender that has accepted such offer in full; or

                    (2) obtain the requisite consents under the Credit Agreement
               and all such other Senior Debt to permit the repurchase of the
               Notes as provided herein.

The Company's failure to comply with the preceding sentence shall constitute an
Event of Default described in Section 6.1(iii), but without giving effect to the
stated exceptions in such clause.

               (b) In the event that, pursuant to this Section 10.1, the Company
          shall be required to commence a Change of Control Offer, the Company
          shall follow the procedures set forth in this Section 10.1 as follows:

                    (1) the Change of Control Offer shall commence within 10
               Business Days following the occurrence of a Change of Control;

                    (2) the Change of Control Offer shall remain open for 20
               Business Days following its commencement (the "Change of Control
               Offer Period") or such other period as may be required by
               applicable law;

                    (3) upon the expiration of the Change of Control Offer
               Period, the Company promptly shall purchase all of the properly
               tendered Notes at the Change of Control Purchase Price;

                    (4) if the Change of Control Purchase Date is on or after an
               interest payment Record Date and on or before the associated
               Interest Payment Date, any accrued and unpaid interest (and
               Liquidated Damages, if any) due on such Interest Payment Date
               will be paid to the Person in whose name a Note is registered at
               the close of business on such Record Date on the corresponding
               Interest Payment Date;


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<PAGE>   97



                    (5) the Company shall provide the Trustee and the Paying
               Agent with written notice of the Change of Control Offer at least
               three Business Days before the commencement of any Change of
               Control Offer; and

                    (6) on or before the commencement of any Change of Control
               Offer, the Company or the Trustee (upon the request and at the
               expense of the Company) shall send, by first-class mail, a notice
               to each of the Securityholders, which (to the extent consistent
               with this Indenture) shall govern the terms of the Change of
               Control Offer and shall state:

                    (A) that the Change of Control Offer is being made pursuant
               to this Section 10.1 and that all Notes, or portions thereof,
               tendered will be accepted for payment;

                    (B) the Change of Control Purchase Price (including the
               amount of accrued but unpaid interest (and Liquidated Damages, if
               any)) and the Change of Control Purchase Date;

                    (C) that any Note, or portion thereof, not tendered or
               accepted for payment will continue to accrue interest (and
               Liquidated Damages, if any);

                    (D) that, unless the Company defaults in depositing cash
               with the Paying Agent in accordance with the penultimate
               paragraph of this Section 10.1, or such payment is prevented for
               any reason, any Note, or portion thereof, accepted for payment
               pursuant to the Change of Control Offer shall cease to accrue
               interest (and Liquidated Damages, if any) after the Change of
               Control Purchase Date;

                    (E) that Holders electing to have a Note, or portion
               thereof, purchased pursuant to a Change of Control Offer will be
               required to surrender the Note, with the form entitled "Option of
               Holder to Elect Purchase" on the reverse of the Note completed,
               to the Paying Agent (which may not for purposes of this Section
               10.1, notwithstanding anything in this Indenture to the contrary,
               be the Company or any Affiliate of the Company) at the address
               specified in the notice prior to the expiration of the Change of
               Control Offer;

                    (F) that Holders will be entitled to withdraw their
               election, in whole or in part, if the Paying Agent receives,
               prior to the expiration of the Change of Control Offer, a
               facsimile transmission or letter setting forth the name of the
               Holder, the principal amount of the Notes the Holder is
               withdrawing and a statement containing a facsimile signature and
               stating that such Holder is withdrawing his election to have such
               principal amount of Notes purchased;


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<PAGE>   98



                    (G) that Holders whose Notes are purchased only in part will
               be issued new Notes equal in principal amount to the unpurchased
               portion of the Notes surrendered; and

                    (H) a brief description of the events resulting in such
               Change of Control.

               On or before the Change of Control Purchase Date, the Company
          shall:

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



                    (2) deposit with the Paying Agent an amount in cash
               sufficient to pay the Change of Control Purchase Price (together
               with accrued and unpaid interest and Liquidated Damages, if any)
               of all Notes so tendered; and

                    (3) deliver to the Trustee the Notes so accepted together
               with an Officers' Certificate listing the Notes or portions
               thereof being purchased by the Company.

     The Paying Agent promptly shall pay the Holders of Notes so accepted an
amount equal to the Change of Control Purchase Price (together with accrued and
unpaid interest and Liquidated Damages, if any), and the Trustee promptly will
authenticate and deliver to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered. Any Notes not so accepted will
be delivered promptly by the Company to the Holder thereof. The Company publicly
will announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Purchase Date.

     Any Change of Control Offer shall be made in compliance with all applicable
laws, rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and all other applicable federal and state securities laws. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Article X, the Company's compliance or compliance by any
of the Guarantors with such laws and regulations shall not in and of itself
cause a breach of their obligations under this Article X.

                                   ARTICLE XI

                                    GUARANTEE

SECTION 11.1. GUARANTEE

     (a) Each of the Guarantors shall, jointly and severally, irrevocably and
unconditionally guarantee (the "Guarantee") to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability against the Company
and any other Guarantors of this Indenture, the Notes or the


                                       89
<PAGE>   99



obligations of the Company under this Indenture or the Notes, that: (x) the
principal of and premium (if any), and interest (and Liquidated Damages, if any)
on the Notes will be paid on a senior subordinated basis in full when due,
whether at the Maturity Date or Interest Payment Date, by acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise; (y) all other obligations of the Company to the Holders or the
Trustee under this Indenture or the Notes will be promptly paid in full or
performed, all in accordance with the terms of this Indenture and the Notes; and
(z) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise. Failing payment when due of any amount so
guaranteed for whatever reason, each Guarantor shall be obligated to pay the
same before failure so to pay becomes an Event of Default. Each Guarantor agrees
that this is a guarantee of payment and not a guarantee of collection.

     If the Company or a Guarantor defaults in the payment of the principal of,
premium, if any, or interest (or Liquidated Damages, if any) on, the Notes when
and as the same shall become due, whether upon maturity, acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise, without the necessity of action by the Trustee or any Holder, each
Guarantor shall be required, jointly and severally, to promptly make such
payment in full.

     The Company shall cause each Subsidiary that is formed or acquired after
the date hereof and each subsidiary that becomes a Subsidiary after the date
hereof, in each case other than Foreign Subsidiaries, concurrently upon becoming
a Subsidiary, to become a Guarantor hereunder and execute and deliver to the
Trustee a supplemental indenture as provided pursuant to the terms of this
Indenture.

     Notwithstanding anything herein to the contrary, if any of the Company's
Subsidiaries (including Foreign Subsidiaries) that is not a Guarantor guarantees
any of the Company's other Indebtedness or any other Indebtedness of any of its
Subsidiaries, or the Company or any of its Subsidiaries, individually or
collectively, pledges more than 65% of the Voting Equity Interests of such
Subsidiary to a United States lender to secure Indebtedness of the Company or
Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor in
accordance with the terms hereof.

     (b) Each Guarantor hereby agrees to the fullest extent permitted by
applicable law, that its obligations with regard to this Guarantee shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
delays in obtaining or realizing upon or failures to obtain or realize upon
collateral, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstances that might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives, to the fullest extent permitted by applicable law, diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company or right to require the prior disposition of the assets of
the Company to meet its obligations, protest, notice


                                       90
<PAGE>   100



and all demands whatsoever and covenants that this Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.

     (c) If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or any Guarantor, or any Custodian or similar
official acting in relation to either the Company or such Guarantor, any amount
paid by either the Company or such Guarantor to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor agrees that it will not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between such Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.2
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration as to the Company of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.2 hereof, those
obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.

     (d) It is the intention of each Guarantor and the Company that the
obligations of each Guarantor hereunder shall be in, but not in excess of, the
maximum amount permitted by applicable law. Accordingly, if the obligations in
respect of the Guarantee would be annulled, avoided or subordinated to the
creditors of any Guarantor by a court of competent jurisdiction in a proceeding
actually pending before such court as a result of a determination both that such
Guarantee was made by such Guarantor without fair consideration and, immediately
after giving effect thereto, such Guarantor was insolvent or unable to pay its
debts as they mature or left with an unreasonably small capital, then the
obligations of such Guarantor under such Guarantee shall be reduced by such
court if and to the extent such reduction would result in the avoidance of such
annulment, avoidance or subordination; provided, however, that any reduction
pursuant to this paragraph shall be made in the smallest amount as is strictly
necessary to reach such result. For purposes of this paragraph, "fair
consideration", "insolvency", "unable to pay its debts as they mature",
"unreasonably small capital" and the effective times of reductions, if any,
required by this paragraph shall be determined in accordance with applicable
law.

SECTION 11.2. EXECUTION AND DELIVERY OF GUARANTEE

     Each Guarantor shall, by virtue of such Guarantor's execution and delivery
of an indenture supplement pursuant to Section 11.1 hereof, be deemed to have
signed on each Note issued hereunder the notation of guarantee set forth on the
form of the Notes attached hereto as Exhibit A to the same extent as if the
signature of such Guarantor appeared on such Note.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the guarantee set forth in Section
11.1 on behalf of each Guarantor. The notation of a guarantee set forth on any
Note shall be null and void and of no further effect with


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respect to the guarantee of any Guarantor which, pursuant to Section 11.4, is
released from such Guarantee.

SECTION 11.3. CERTAIN BANKRUPTCY EVENTS

     Each Guarantor hereby covenants and agrees, to the fullest extent that it
may do so under applicable law, that in the event of the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Company, such Guarantor shall
not file (or join in any filing of), or otherwise seek to participate in the
filing of, any motion or request seeking to stay or to prohibit (even
temporarily) execution on the Guarantee and hereby waives and agrees not to take
the benefit of any such stay of execution, whether under Section 362 or 105 of
the United States Bankruptcy Code or otherwise.

SECTION 11.4. LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS

     No Guarantor shall consolidate or merge with or into (whether or not such
Guarantor is the surviving Person) another Person unless, subject to the
provisions of the following paragraph and the other provisions of this
Indenture, (1) the Person formed by or surviving any such consolidation or
merger (if other than such Guarantor) assumes all the obligations of such
Guarantor pursuant to a supplemental indenture in form reasonably satisfactory
to the Trustee, pursuant to which such Person shall unconditionally guarantee,
on a senior subordinated basis, all of such Guarantor's obligations under such
Guarantor's Guarantee on the terms set forth herein; and (2) immediately before
and immediately after giving effect to such transaction on a pro forma basis, no
Default or Event of Default shall have occurred or be continuing. The provisions
of this Section 11.4 shall not apply to the merger of any Guarantors with and
into each other or with or into the Company.

     Upon the sale or disposition (whether by merger, stock purchase, Asset Sale
or otherwise) of a Guarantor (as an entirety) to an entity which is not, and is
not required to become, a Guarantor, or the designation of a Subsidiary to
become an Unrestricted Subsidiary, which transaction is otherwise in compliance
with this Indenture (including, without limitation, the provisions of Section
4.14, such Guarantor will be deemed released from its obligations under its
Guarantee of the Notes; provided, however, that any such termination shall occur
only to the extent that all obligations of such Guarantor under all of its
guarantees of, and under all of its pledges of assets or other security
interests that secure, any of the Company's Indebtedness or any Indebtedness of
any other of the Company's Subsidiaries shall also terminate upon such release,
sale or transfer and none of its Equity Interests are pledged for the benefit of
any holder of any of the Company's Indebtedness or any Indebtedness of any of
the Company's Subsidiaries.

SECTION 11.5. SUBORDINATION OF GUARANTEES

     The obligations of each Guarantor under its Guarantee pursuant to this
Article XI is subordinated in right of payment to the prior payment in full in
cash of all Senior Debt of such


                                       92
<PAGE>   102



Guarantor on the same basis as the Notes are subordinated to Senior Debt of the
Company. For the purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by any of the Guarantors
only at such times as they may receive and/or retain payments in respect of
Notes pursuant to this Indenture, including Article XII hereof. In the event
that the Trustee or the Holders receive any Guarantor payment at a time when
such payment is prohibited by the foregoing sentence, such Guarantor payment
shall be held for the benefit of, and paid over and delivered to, the holders of
the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to
pay in full all such Senior Debt. In the event that a Holder receives any
Guarantor payment at a time when such payment is prohibited by the foregoing
sentence, such Guarantor payment shall be held for the benefit of, and paid over
and delivered to, the holders of the Senior Debt of such Guarantor remaining
unpaid, to the extent necessary to pay in full all such Senior Debt.

     Each Holder of a Note by its acceptance thereof (a) agrees to and shall be
bound by the provisions of this Section 11.5, (b) authorizes and directs the
Trustee on the Holder's behalf to take such action as may be necessary and
appropriate to effectuate the subordination so provided, and (c) appoints the
Trustee as the Holder's attorney-in-fact for any and all such purposes.

                                   ARTICLE XII

                                  SUBORDINATION

SECTION 12.1. NOTES SUBORDINATED TO SENIOR DEBT

     The Company and the Guarantors and each Holder, by its acceptance of Notes,
agree that (a) the payment of the principal of, premium, if any, and interest
(and Liquidated Damages, if any) on the Notes and (b) any other payment in
respect of the Notes, including on account of the acquisition or redemption of
the Notes by the Company and the Guarantors (including, without limitation,
pursuant to Section 4.14 and Article X) is subordinated, to the extent and in
the manner provided in this Article XII, to the prior payment in full in cash or
Cash Equivalents of all Senior Debt of the Company and the Guarantors and that
these subordination provisions are for the benefit of the holders of Senior
Debt.

     This Article XII shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold, Senior
Debt, and such provisions are made for the benefit of the holders of Senior Debt
and such holders are made obligees hereunder and any one or more of them may
enforce such provisions.

SECTION 12.2. NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES

     (a) No payment (by set-off or otherwise) shall be made by or on behalf of
the Company or a Guarantor, as applicable, on account of the principal of,
premium, if any, or interest (or Liquidated Damages) on the Notes, or on account
of the redemption provisions of the Notes


                                       93
<PAGE>   103



(including any repurchases of Notes), for cash or property (other than Junior
Securities): (i) upon the maturity of any Senior Debt of the Company or such
Guarantor, as applicable, by lapse of time, acceleration (unless waived) or
otherwise, unless and until all Obligations on such Senior Debt are first paid
in full in cash or Cash Equivalents or otherwise to the extent holders accept
satisfaction of amounts due by settlement in other than cash or Cash
Equivalents; or (ii) in the event of default in the payment of any Obligations
on Senior Debt of the Company or such Guarantor, as applicable, when it becomes
due and payable, whether at maturity, or at a date fixed for prepayment or by
declaration or otherwise (a "Payment Default"), unless and until such Payment
Default has been cured or waived or otherwise has ceased to exist.

     (b) Upon (i) the happening of an event of default other than a Payment
Default that permits the holders of Senior Debt to declare such Senior Debt to
be due and payable and (ii) written notice of such event of default given to the
Company and the Trustee by (a) the representative under the Credit Agreement, so
long as the Credit Agreement is in full force and effect, and (b) at any time
after the Credit Agreement is no longer in full force and effect, the holders of
an aggregate of at least $25,000,000 principal amount outstanding of any other
Senior Debt or their representative (a "Payment Notice"), then, unless and until
such event of default has been cured or waived or otherwise has ceased to exist,
no payment (by set-off or otherwise) may be made by or on behalf of the Company
or any Guarantor which is an obligor under such Senior Debt on account of the
principal of, premium, if any, or interest (or Liquidated Damages, if any) on
the Notes (including any repurchases of any of the Notes), or on account of the
redemption provisions of the Notes, in any such case, other than payments made
with Junior Securities. Notwithstanding the foregoing, unless the Senior Debt in
respect of which such event of default exists has been declared due and payable
in its entirety within 179 days after the Payment Notice is delivered as set
forth above (the "Payment Blockage Period") (and such declaration has not been
rescinded or waived), at the end of the Payment Blockage Period, the Company and
the Guarantors shall be required to pay all sums not previously paid to the
Holders of the Notes during the Payment Blockage Period due to the foregoing
prohibitions and to resume all other payments as and when due on the Notes.

     Any number of Payment Notices may be given; provided, however, that: (i)
not more than one Payment Notice shall be given within a period of any 360
consecutive days; and (ii) no non-payment default that existed upon the date of
such Payment Notice or the commencement of such Payment Blockage Period (whether
or not such event of default is on the same issue of Senior Debt) shall be made
the basis for the commencement of any other Payment Blockage Period (it being
acknowledged that any subsequent action, or any subsequent breach of any
financial covenant for a period commencing after the expiration of such Payment
Blockage Period that, in either case, would give rise to a new event of default,
even though it is an event that would also have been a separate breach pursuant
to any provision under which a prior event of default previously existed, shall
constitute a new event of default for this purpose).

     (c) In furtherance of the provisions of Section 12.1, in the event that,
notwithstanding the foregoing provisions of this Section 12.2 or Section 12.3,
any payment or distribution of assets of the Company or any Guarantor (other
than Junior Securities) shall be received by the Trustee or the Holders at a
time when such payment or distribution is prohibited by the foregoing provisions


                                       94
<PAGE>   104



of this Section 12.2, such payment or distribution shall be held in trust for
the benefit of the holders of such Senior Debt, and shall be paid or delivered
by the Trustee or such Holders, as the case may be, to the holders of such
Senior Debt remaining unpaid or unprovided for or to their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Debt may have been issued,
ratably according to the aggregate principal amounts remaining unpaid on account
of such Senior Debt held or represented by each, for application to the payment
of all such Senior Debt remaining unpaid, to the extent necessary to pay or to
provide for the payment of all such Senior Debt in full in cash or Cash
Equivalents, or otherwise to the extent holders accept satisfaction of amounts
due by settlement in other than cash or Cash Equivalents after giving effect to
any concurrent payment or distribution to the holders of such Senior Debt.

SECTION 12.3. NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT ON
              DISSOLUTION, LIQUIDATION OR REORGANIZATION

     Upon any distribution of assets of the Company or any Guarantor upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company or a Guarantor, whether voluntary or involuntary, in bankruptcy,
insolvency, receivership or a similar proceeding or upon assignment for the
benefit of creditors or any marshalling of assets or liabilities:

     (a) the holders of all Senior Debt of the Company or such Guarantor, as
applicable, will first be entitled to receive payment in full in cash or Cash
Equivalents or otherwise to the extent holders accept satisfaction of amounts
due by settlement in other than cash or Cash Equivalents before the Holders are
entitled to receive any payment on account of the principal of, premium, if any,
and interest (or Liquidated Damages, if any) on the Notes (other than Junior
Securities); and

     (b) any payment or distribution of assets of the Company or such Guarantor
of any kind or character from any source, whether in cash, property or
securities (other than Junior Securities) to which the Holders or the Trustee on
behalf of the Holders would be entitled (by set-off or otherwise), except for
the subordination provisions contained in this Indenture, will be paid by the
liquidating trustee or agent or other Person making such a payment or
distribution directly to the holders of such Senior Debt or their representative
to the extent necessary to make payment in full on all such Senior Debt
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Debt.

SECTION 12.4. SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR
              DEBT

     Subject to the payment in full in cash or Cash Equivalents of all Senior
Debt of the Company or any Guarantor as provided herein, the Holders of Notes
shall be subrogated to the rights of the holders of such Senior Debt to receive
payments or distributions of assets of the Company applicable to the Senior Debt
until all amounts owing on the Notes shall be paid in full, and for the purpose
of such subrogation no such payments or distributions to the holders of such
Senior Debt


                                       95
<PAGE>   105



by or on behalf of the Company or any Guarantor, or by or on behalf of the
Holders by virtue of this Article XII, which otherwise would have been made to
the Holders shall, as between the Company or any Guarantor and the Holders, be
deemed to be payment by the Company or any Guarantor or on account of such
Senior Debt, it being understood that the provisions of this Article XII are and
are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of such Senior Debt, on the other
hand.

SECTION 12.5. OBLIGATIONS OF THE COMPANY AND THE GUARANTORS UNCONDITIONAL

     Nothing contained in this Article XII or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as between the Company and any
Guarantors and the Holders, the obligation of each such Person, which is
absolute and unconditional, to pay to the Holders the principal of, premium, if
any, and interest (and Liquidated Damages, if any) on the Notes 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 and creditors of the
Company and the Guarantors other than the holders of the Senior Debt, nor shall
anything herein or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article XII, of the holders
of Senior Debt in respect of cash, property or securities of the Company and the
Guarantors received upon the exercise of any such remedy. Notwithstanding
anything to the contrary in this Article XII or elsewhere in this Indenture or
in the Notes, upon any distribution of assets of the Company and the Guarantors
referred to in this Article XII, the Trustee, subject to the provisions of
Sections 7.1 and 7.2, and the Holders 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 liquidating trustee or agent or other Person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Debt and other Indebtedness of the Company or any Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XII so long as such
court has been apprised of the provisions of, or the order, decree or
certificate makes reference to, the provisions of this Article XII. Nothing in
this Section 12.5 shall apply to the claims of, or payments to, the Trustee
under or pursuant to Section 7.7.

SECTION 12.6. TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF
              NOTICE.

     The Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee unless and until a Trust Officer of the Trustee or any Paying Agent
shall have received, no later than three Business Days prior to such payment
written notice thereof from the Company or from one or more holders of Senior
Debt or from any representative therefor and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Sections 7.1 and 7.2,
shall be entitled in all respects conclusively to assume that no such fact
exists.


                                       96
<PAGE>   106



SECTION 12.7. APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT

     Amounts deposited in trust with the Trustee pursuant to and in accordance
with Article VIII shall be for the sole benefit of Securityholders and, to the
extent the making of such deposit by the Company shall (i) not be in
contravention of any term or provision of the Credit Agreement and (ii) be
allocated for the payment of the Notes, shall not be subject to the
subordination provisions of this Article XII. Otherwise, any deposit of assets
with the Trustee or the Agent (whether or not in trust) for the payment of
principal of or interest on any Notes shall be subject to the provisions of
Sections 12.1, 12.2, 12.3 and 12.4; provided, that, if prior to one Business Day
preceding the date on which by the terms of this Indenture any such assets may
become distributable for any purpose (including without limitation, the payment
of either principal of or interest on any Note) the Trustee or such Paying Agent
shall not have received with respect to such assets the written notice provided
for in Section 12.6, then the Trustee or such Paying Agent shall have full power
and authority to receive such assets 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 date.

SECTION 12.8. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
              COMPANY, THE GUARANTORS OR HOLDERS OF SENIOR DEBT

     No right of any present or future holders of any Senior Debt to enforce the
subordination provisions contained in this Article XII 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 any Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company or any Guarantor with the
terms of this Indenture, regardless of any knowledge thereof which any such
holder may have or be otherwise charged with. The holders of Senior Debt may
extend, renew, modify or amend the terms of the Senior Debt or any security
therefor and release, sell or exchange such security and otherwise deal freely
with the Company and the Guarantors, all without affecting the liabilities and
obligations of the parties to this Indenture or the Holders. The subordination
provisions contained in this Indenture are for the benefit of the holders from
time to time of Senior Debt and may not be rescinded, cancelled, amended or
modified in any way other than any amendment or modification that would not
adversely affect the rights of any holder of Senior Debt or any amendment or
modification that is consented to by each holder of Senior Debt that would be
adversely affected thereby. The subordination provisions hereof shall continue
to be effective or be reinstated, as the case may be, if at any time any payment
of any of the Senior Debt is rescinded or must otherwise be returned by any
holder of the Senior Debt upon the insolvency, bankruptcy, or reorganization of
the Company, any Guarantor, or otherwise, all as though such payment has not
been made.

SECTION 12.9. SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
              NOTES.

     Each Holder of the Notes by his acceptance thereof authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the


                                       97
<PAGE>   107



subordination provisions contained in this Article XII and to protect the rights
of the Holders pursuant to this Indenture, and appoints the Trustee his
attorney-in-fact for such purpose, including, in the event of any dissolution,
winding up, liquidation or reorganization of the Company or any Guarantor
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of assets and
liabilities of the Company or any Guarantor), the immediate filing of a claim
for the unpaid balance of his Notes in the form required in said proceedings and
cause said claim to be approved. In the event of any liquidation or
reorganization of the Company or any Guarantor in bankruptcy, insolvency,
receivership or similar proceeding, if the Holders of the Notes (or the Trustee
on their behalf) have not filed any claim, proof of claim, or other instrument
of similar character necessary to enforce the obligations of the Company or any
Guarantor in respect of the Notes at least thirty (30) days before the
expiration of the time to file the same, then in such event, but only in such
event, the holders of the Senior Debt or a representative on their behalf may,
as an attorney-in-fact for such Holders, file any claim, proof of claim, or
other instrument of similar character on behalf of such Holders. Nothing herein
contained shall be deemed to authorize the Trustee or the holders of Senior Debt
or their representative to authorize or consent to or accept or adopt on behalf
of any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Debt or their representative to
vote in respect of the claim of any Securityholder in any such proceeding.

SECTION 12.10. RIGHT OF TRUSTEE TO HOLD SENIOR DEBT

     The Trustee shall be entitled to all of the rights set forth in this
Article XII in respect of any Senior Debt at any time held by it to the same
extent as any other holder of Senior Debt, and nothing in this Indenture shall
be construed to deprive the Trustee of any of its rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.7.

SECTION 12.11. ARTICLE XII NOT TO PREVENT EVENTS OF DEFAULT

     The failure to make a payment on account of principal of, premium, if any,
or interest (or Liquidated Damages, if any) on the Notes by reason of any
provision of this Article XII shall not be construed as preventing the
occurrence of a Default or an Event of Default under Section 6.1 or in any way
limit the rights of the Trustee or any Holder to pursue any other rights or
remedies with respect to the Notes.

SECTION 12.12. NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR DEBT

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt, and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to the Holders of Notes or the Company,
any Guarantor or any other Person, cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article XII or


                                       98
<PAGE>   108



otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Senior Debt shall be read into this Indenture against
the Trustee. Nothing in this Section 12.12 shall affect the obligation of any
other such Person to hold such payment for the benefit of, and to pay such
payment over to, the holders of Senior Debt or their representative. In the
event of any conflict between the fiduciary duty of the Trustee to the Holders
of Notes and to the holders of Senior Debt, the Trustee is expressly authorized
to resolve such conflict in favor of the Holders.

                                  ARTICLE XIII

                                  MISCELLANEOUS

SECTION 13.1. TIA CONTROLS

     If any provision of this Indenture limits, qualifies, or conflicts with the
duties imposed by operation of the TIA, the imposed duties, upon qualification
of this Indenture under the TIA, shall control.

SECTION 13.2. NOTICES

     Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier, recognized overnight courier or registered or certified
mail, postage prepaid, return receipt requested, and addressed as follows:

               if to the Company or any Guarantor:

                          Penton   Media,    Inc.
                          1300  East  9th  Street
                          Cleveland, Ohio  44114
                          Attention:  Chief Financial
                          Officer Telecopy: (216) 696-0836

                 with a copy to:

                          Jones, Day, Reavis & Pogue 599
                          Lexington Avenue New York, New
                          York  10022 Attention:
                          Christopher M. Kelly Telecopy:
                          (212) 755-7306



                                       99
<PAGE>   109



                 if to the Trustee:

                          The Bank of New York
                          101 Barclay Street, Floor 21W
                          New York, New York  10286
                          Attention: Corporate Trust Administration
                          Telecopy: (212) 815-5915





     Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party 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; the next Business Day after timely
delivery to a recognized overnight courier, if sent by such courier guaranteeing
next day delivery; and five Business 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 or other equivalent means at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

     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 is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

SECTION 13.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

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

SECTION 13.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

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

               (1)an Officers' Certificate (in form and substance reasonably
          satisfactory to the Trustee) 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 met; and


                                      100
<PAGE>   110



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

SECTION 13.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture 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, 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 met; and

               (4)a statement as to whether or not, in the opinion of each such
          Person, such condition or covenant has been met; provided, however,
          that, with respect to matters of fact, an Opinion of Counsel may rely
          on an Officers' Certificate or certificates of public officials.

SECTION 13.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR

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

SECTION 13.7. LEGAL HOLIDAYS

     A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close. If a payment date is a Legal Holiday at such place,
payment may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest (or Liquidated Damages, if any) shall accrue for the
intervening period.

SECTION 13.8. GOVERNING LAW

     THIS INDENTURE, THE GUARANTEES AND THE NOTES 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, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND RULE 327(b) OF THE NEW


                                      101
<PAGE>   111



YORK CIVIL PRACTICE LAWS AND RULES. EACH OF THE COMPANY AND THE GUARANTORS
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE
NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE
COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY AND THE GUARANTORS IN ANY OTHER
JURISDICTION.

SECTION 13.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Guarantor or any of their respective
Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 13.10. NO RECOURSE AGAINST OTHERS

     No direct or indirect stockholder, employee, officer or director, as such,
past, present or future, of the Company or any Guarantor, or any successor
entity, shall have any personal liability in respect of the obligations of the
Company or the Guarantors under this Indenture or the Notes solely by reason of
his or its status as such stockholder, employee, officer or director; provided,
that this Section 13.10 shall in no way limit the obligation of any Guarantor
pursuant to any Guarantee of the Notes. Each Securityholder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

SECTION 13.11. SUCCESSORS

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

SECTION 13.12. DUPLICATE ORIGINALS



                                      102
<PAGE>   112



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

SECTION 13.13. SEVERABILITY

     In case any one or more of the provisions in this Indenture or in the Notes
or in the Guarantees shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 13.14. TABLE OF CONTENTS, HEADINGS, ETC.

     The Table of Contents, Cross-Reference Table and headings of the Articles
and the 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.

SECTION 13.15. QUALIFICATION OF INDENTURE

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

SECTION 13.16. REGISTRATION RIGHTS

     Certain Holders of the Notes may be entitled to certain registration rights
with respect to such Notes pursuant to, and subject to the terms of, the
Registration Rights Agreement.


                                      103
<PAGE>   113



                                   SIGNATURES

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

                                     PENTON MEDIA, INC.  a
                                     Delaware corporation

                                     By: /s/ Thomas L. Kemp
                                         __________________________________
                                     Name:  Thomas L. Kemp
                                     Title: Chairman of the Board and Chief
                                            Executive Officer


                                     STARDUST.COM

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer


                                     PTS DELAWARE, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer
                                            and Treasurer


                                     INTERNET WORLD MEDIA, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer,
                                            Treasurer and Assistant Secretary


                                     STREAMING MEDIA, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer
                                            and Treasurer



                                      104
<PAGE>   114



                                     TECH CONFERENCES, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Vice President, Chief Financial
                                            Officer and Treasurer


                                     HEALTHWELL.COM, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Vice President, Chief Financial
                                            Officer and Treasurer


                                     DONOHUE MEEHAN PUBLISHING COMPANY

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Treasurer


                                     DUKE INVESTMENTS, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer
                                            and Treasurer


                                     DUKE COMMUNICATIONS INTERNATIONAL, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer
                                            and Treasurer


                                     ONE, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Treasurer



                                      105
<PAGE>   115



                                     BOARDWATCH, INCORPORATED

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Treasurer


                                     PENTON INTERNET, INC.

                                     By: /s/ Joseph G. NeCastro
                                         __________________________________
                                     Name:  Joseph G. NeCastro
                                     Title: Chief Financial Officer,
                                            Treasurer and Assistant Secretary


                                     THE BANK OF NEW YORK as Trustee

                                     By: /s/ Terrence Rawlins
                                         __________________________________
                                     Name:  Terrence Rawlins
                                     Title: Vice President



                                      106
<PAGE>   116




                                                                    EXHIBIT A



                                 [FORM OF NOTE]

                               PENTON MEDIA, INC.

             10.375% [SERIES A] [SERIES B](1) SENIOR SUBORDINATED NOTE

                                    DUE 2011

                                                       CUSIP No.:__________
No.                                                          $________________





     Penton Media, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________, or
registered assigns, the principal sum of __________ Dollars, on June 15, 2011.

     Interest Payment Dates: June 15 and December 15; commencing December 15,
2001.

     Record Dates: June 1 and December 1.

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


                                      A-1



--------------
(1) Series A should be replaced with Series B in the Exchange Notes.
<PAGE>   117



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          PENTON MEDIA, INC. a
                                          Delaware corporation

                                          By:___________________________________
                                          Name:  Thomas L. Kemp
                                          Title: Chairman of the Board and Chief
                                                 Executive Officer

                                          By:___________________________________
                                          Name:  Joseph G. NeCastro
                                          Title: Chief Financial Officer



Dated: June 28, 2001



                                      A-2
<PAGE>   118



                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]



      This is one of the Notes described in the within-mentioned Indenture.

                                            THE BANK OF NEW YORK


                                            By:_________________________________
                                               Authorized Signatory


Dated:  June 28, 2001



                                      A-3

<PAGE>   119



                                 (Back of Note)

      10.375% [Series A] [Series B](2) Senior Subordinated Notes due 2011



[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.](3)

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](4)

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE
--------------
(2) Series A should be replaced with Series B in the Exchange Notes.
(3) To be included only on Global Notes deposited with DTC as Depositary.
(4) To be included only on Global Notes deposited with DTC as Depositary.



                                      A-4
<PAGE>   120



CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE.
NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS
NOTE.](5)

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.](6)

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO
HOLDERS OF THIS NOTE THE ISSUE


______________

(5) To be included only on Reg S Temporary Global Notes.
(6) To be included only on Transfer Restricted Notes.



                                      A-5
<PAGE>   121



PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO
MATURITY OF THIS NOTE. HOLDERS SHOULD CONTACT: PENTON MEDIA, INC., ATTENTION:
CHIEF FINANCIAL OFFICER, 1300 EAST 9TH STREET, CLEVELAND, OHIO 44114.



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

     1. Interest. Penton Media, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 10.375% per
annum from June 28, 2001 until maturity and shall pay the Liquidated Damages, if
any, payable pursuant to Section 6 of the Registration Rights Agreement referred
to below. The Company will pay interest and Liquidated Damages, if any,
semi-annually in arrears on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or provided for or, if no interest has been
paid, from the Issue Date; provided, that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a Record Date
(defined below) referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be December
15, 2001. The Company shall pay interest on overdue principal and premium, if
any, from time to time on demand at the rate then in effect; it shall pay
interest on overdue installments of interest and Liquidated Damages, if any,
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     2. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are
registered Holders of Notes at the close of business on the June 1 or December 1
next preceding the Interest Payment Date (each a "Record Date"), even if such
Notes are cancelled after such Record Date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture (as defined
below) with respect to defaulted interest. The Notes will be payable as to
principal, premium, interest and Liquidated Damages, if any, at the office or
agency of the Company maintained in the Borough of Manhattan, The City and State
of New York for such purpose, or, at the option of the Company, payment of
interest and Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided,
that payment by wire transfer of immediately available funds to an account
within the United States will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on all Global Notes. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

     3. Paying Agent and Registrar. Initially, The Bank of New York, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may



                                      A-6
<PAGE>   122



change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of
June 28, 2001 ("Indenture") among the Company, the Guarantors party thereto and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms.

     5. Optional Redemption.



     (a) Except as set forth in clause (b) of this Section, the Company shall
not have the option to redeem the Notes pursuant to this Section prior to June
15, 2006. The Notes will be redeemable for cash at the option of the Company, in
whole or in part, at any time on or after June 15, 2006, upon not less than 30
days nor more than 60 days prior notice mailed by first class mail to each
Holder at its last registered address, at the following redemption prices
(expressed as percentages of the principal amount) if redeemed during the
12-month period commencing June 15 of the years indicated below, in each case
(subject to the right of Holders of record on a Record Date to receive the
corresponding interest due (and the corresponding Liquidated Damages, if any) on
the corresponding Interest Payment Date that is on or prior to such Redemption
Date), together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Redemption Date:

           YEAR                                                   PERCENTAGE
           ----                                                   ----------
           2006..................................................  105.188%
           2007..................................................  103.458%
           2008..................................................  101.729%
           2009 and thereafter...................................  100.000%


     (b) Notwithstanding the provisions of clause (a) of this Section, at any
time prior to June 15, 2004, upon any Public Equity Offering, up to 35% of the
aggregate principal amount of the Notes issued pursuant to the Indenture may be
redeemed at the option of the Company within 90 days of such Public Equity
Offering, on not less than 30 days, but not more than 60 days, notice to each
Holder of the Notes to be redeemed, with cash from the Net Cash Proceeds of such
Public Equity Offering, at a redemption price equal to 110.375% of the principal
amount thereof (subject to the right of Holders of record on a Record Date to
receive the corresponding interest (and the corresponding Liquidated Damages, if
any) due on the Interest Payment Date that is on or prior to such Redemption
Date), together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Redemption Date; provided, however, that immediately following
such redemption not less than 65% of the aggregate principal amount of the Notes
originally issued pursuant to this Indenture on the Issue Date remain
outstanding.


                                      A-7
<PAGE>   123



     (c) Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest (and Liquidated Damages, if any) ceases to
accrue on Notes or portions thereof called for redemption unless the Company
defaults in such payments due on the Redemption Date.

     6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

     7. Offers to Purchase.

     (a) Change of Control. In the event that a Change of Control has occurred,
each Holder of Notes will have the right, at such Holder's option, pursuant to
an offer (subject only to conditions required by applicable law, if any) by the
Company (the "Change of Control Offer"), to require the Company to repurchase
all or any part of such Holder's Notes (provided, that the principal amount of
such Notes must be $1,000 or an integral multiple thereof) on a date (the
"Change of Control Purchase Date") that is no later than 35 Business Days after
the occurrence of such Change of Control, at a cash price equal to 101% of the
principal amount thereof (the "Change of Control Purchase Price"), together with
accrued and unpaid interest and Liquidated Damages, if any, to the Change of
Control Purchase Date. The Change of Control Offer shall be made within 10
Business Days following a Change of Control and shall remain open for 20
Business Days following its commencement (the "Change of Control Offer Period")
or such other period as may be required by applicable law. Upon expiration of
the Change of Control Offer Period, the Company promptly shall purchase all
Notes properly tendered in response to the Change of Control Offer.

     Prior to the commencement of a Change of Control Offer, but in any event
within 30 days following any Change of Control, the Company shall (i)(a) repay
in full, and terminate all commitments under, all Indebtedness under the Credit
Agreement and all other Senior Debt, the terms of which require repayment upon a
Change of Control or (b) offer to repay in full, and terminate all commitments
under, all Indebtedness under the Credit Agreement and all such other Senior
Debt and repay the Indebtedness owed to each lender that has accepted such offer
in full or (ii) obtain the requisite consents under the Credit Agreement and all
such other Senior Debt to permit the repurchase of the Notes as provided herein.
The Company's failure to comply with the preceding sentence shall constitute an
Event of Default described in Section 6.1(iii), but without giving effect to the
stated exceptions in such clause.

     On or before the Change of Control Purchase Date, the Company shall (i)
accept for payment Notes or portions thereof properly tendered and not validly
withdrawn


                                      A-8
<PAGE>   124



pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an
amount in cash sufficient to pay the Change of Control Purchase Price (together
with accrued and unpaid interest and Liquidated Damages, if any) of all Notes so
tendered and (iii) deliver to the Trustee the Notes so accepted together with an
Officers' Certificate listing the Notes or portions thereof being purchased by
the Company. The Paying Agent promptly shall pay the Holders of Notes so
accepted an amount equal to the Change of Control Purchase Price (together with
accrued and unpaid interest and Liquidated Damages, if any) and the Trustee
promptly shall authenticate and deliver to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered. Any Notes
not so accepted will be delivered promptly by the Company to the Holder thereof.
The Company publicly will announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Purchase Date.

     (b) Asset Sale. The Company and the Guarantors shall not, and neither the
Company nor the Guarantors shall permit any of their respective Subsidiaries to,
in one or a series of related transactions, convey, sell, lease, transfer,
assign or otherwise dispose of, directly or indirectly, any of their property,
business or assets, including by merger or consolidation (in the case of a
Guarantor or a Subsidiary of the Company), and including any sale or other
transfer or issuance of any Equity Interests of any Subsidiary of the Company,
whether by the Company or one of its Subsidiaries or through the issuance, sale
or transfer of Equity Interests by a Subsidiary of the Company, and including
any sale and leaseback transaction (any of the foregoing, an "Asset Sale"),
unless (l)(a) the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount")
are applied within 365 days after the date of such Asset Sale, to the extent not
applied in accordance with paragraph (b) below, to the (i) optional redemption
of the Notes in accordance with the terms of the Indenture and other
Indebtedness of the Company ranking on a parity with the Notes and with similar
provisions requiring the Company to redeem such Indebtedness with the proceeds
from such Asset Sale, pro rata in proportion to the respective principal amounts
(or accreted values in the case of Indebtedness issued with an original issue
discount) of the Notes and such other Indebtedness then outstanding or (ii)
repurchase of the Notes and such other Indebtedness ranking on a parity with the
Notes and with similar provisions requiring the Company to make an offer to
purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a
cash offer (subject only to conditions required by applicable law, if any) (pro
rata in proportion to the respective principal amounts (or accreted values in
the case of Indebtedness issued with an original issue discount) of the Notes
and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a
purchase price of 100% of principal amount (or accreted value in the case of
Indebtedness issued with an original issue discount) (the "Asset Sale Offer
Price") together with accrued and unpaid interest and Liquidated Damages, if
any, to the date of payment, made within 335 days of such Asset Sale or (b)
within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i)
invested in fixed assets and property (other than notes, bonds, obligations and
securities, except in connection with the acquisition of a Guarantor in a
Related Business) which in the good faith reasonable judgment of the Company's
Board of Directors will immediately constitute or be a part of a Related
Business of the Company or such Subsidiary (if it continues to be a Subsidiary)
immediately following such transaction or (ii) used to retire Purchase Money
Indebtedness secured by the asset that


                                      A-9
<PAGE>   125



was the subject of the Asset Sale or Senior Debt, the terms of which require
retirement upon such Asset Sale, on a pro rata basis, and to permanently reduce
(in the case of Senior Debt that is not such Purchase Money Indebtedness) the
amount of such Senior Debt outstanding on the Issue Date or permitted pursuant
to paragraphs (a) and (b) of Section 4.11 (including that in the case of a
revolver or similar arrangement that makes credit available, such commitment is
so permanently reduced by such amount), except that, in the case of each of the
provisions of clauses (a) and (b), only proceeds from an Asset Sale of assets or
capital stock of a Foreign Subsidiary may be invested in or used to retire
Indebtedness of a Foreign Subsidiary; (2) at least 85% of the total
consideration for such Asset Sale or series of related Asset Sales consists of
cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred
and be continuing at the time of, or would occur after giving effect, on a pro
forma basis, to, such Asset Sale, and (4) the Company's Board of Directors
determines in good faith that the Company or such Subsidiary receives, as
applicable, fair market value for such Asset Sale.

     An acquisition of Notes pursuant to an Asset Sale Offer may be deferred
until the accumulated Net Cash Proceeds from Asset Sales not applied as set
forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceed $10,000,000 and
that each Asset Sale Offer shall remain open for 20 Business Days or such longer
period as may be required by law following its commencement (the "Asset Sale
Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company
shall apply the Asset Sale Offer Amount plus an amount equal to accrued and
unpaid interest and Liquidated Damages, if any, to the purchase of all
Indebtedness properly tendered in accordance with the provisions hereof (on a
pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all
Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued
interest and Liquidated Damages, if any). To the extent that the aggregate
amount of Notes and such other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use
any remaining Net Cash Proceeds for general corporate purposes as otherwise
permitted by the Indenture and following the consummation of each Asset Sale
Offer the Excess Proceeds amount shall be reset to zero.

     8. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a Record Date and
the corresponding Interest Payment Date.

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



                                      A-10
<PAGE>   126



     10. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
consent of the Holders of not less than a majority in aggregate principal amount
of the then outstanding Notes, and any existing Default or compliance with any
provision of the Indenture, the Notes or the Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Notes or the Guarantees may be amended or supplemented (a) to cure any
ambiguity, defect or inconsistency, (b) to add to the covenants of the Company
or the Guarantors for the benefit of the Holders, or to surrender any right or
power conferred upon the Company or the Guarantors by the Indenture or herein or
make any other change that does not materially adversely affect the rights of
any Holder; (c) to provide for collateral for or additional Guarantors of the
Notes; (d) to evidence the succession of another Person to the Company, and the
assumption by any such successor of the obligations of the Company, herein and
in the Indenture in accordance with the terms of the Indenture; (e) to comply
with the TIA; (f) to evidence the succession of another corporation to any
Guarantor and assumption by any such successor of the Guarantee of such
Guarantor pursuant to the Indenture; (g) to evidence the release of any
Guarantor; (h) to evidence and provide for the acceptance of appointment of a
successor Trustee with respect to the Notes; (i) in any other case where a
supplemental indenture is required or permitted to be entered into pursuant to
the provisions of the Indenture without the consent of any Holder; or (j) to
provide for the issuance and authorization of the Exchange Notes.

     11. Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default:

     (i) the Company's failure to pay any installment of interest (or Liquidated
Damages, if any) on the Notes as and when the same becomes due and payable and
the continuance of any such failure for 30 days;

     (ii) the Company's failure to pay all or any part of the principal of, or
premium, if any, on the Notes when and as the same becomes due and payable at
maturity, redemption, by acceleration or otherwise, including, without
limitation, payment of the Change of Control Purchase Price or the Asset Sale
Offer Price on Notes validly tendered and not properly withdrawn pursuant to a
Change of Control Offer or Asset Sale Offer, as applicable;

     (iii) the Company's failure or the failure by any of its Subsidiaries to
observe or perform any other covenant or agreement contained in the Notes or the
Indenture and, except for the provisions under Section 4.3 and 4.14 and Articles
V and X of the Indenture, the continuance of such failure for a period of 60
days after written notice is given to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Notes outstanding;


                                      A-11
<PAGE>   127



     (iv) a decree, judgment, or order by a court of competent jurisdiction
shall have been entered adjudicating the Company or any of its Significant
Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization of the Company or any of its Significant Subsidiaries
under any bankruptcy or similar law, and such decree or order shall have
continued undischarged and unstayed for a period of 60 days; or a decree,
judgment or order of a court of competent jurisdiction appointing a receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency for the Company,
any of its Significant Subsidiaries, or any substantial part of the property of
any such Person, or for the winding up or liquidation of the affairs of any such
Person, shall have been entered, and such decree, judgment, or order shall have
remained in force undischarged and unstayed for a period of 60 days;

     (v) the Company or any of its Significant Subsidiaries shall institute
proceedings to be adjudicated a voluntary bankrupt, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking reorganization under any bankruptcy or similar law or similar
statute, or shall consent to the filing of any such petition, or shall consent
to the appointment of a custodian, receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of it or any substantial part of its assets or
property, or shall make a general assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become
due, or take any corporate action in furtherance of any of the foregoing;

     (vi) a default in the Company's Indebtedness or the Indebtedness of any of
its Subsidiaries with an aggregate amount outstanding in excess of $10,000,000
(a) resulting from the failure to pay principal of such Indebtedness at maturity
(after notice and the lapse of any applicable grace period provided in such
Indebtedness) or (b) as a result of which the maturity of such Indebtedness has
been accelerated prior to its stated maturity,

     (vii) unsatisfied judgments not covered by insurance aggregating in excess
of $5,000,000 at any one time rendered against the Company or any of its
Subsidiaries and not stayed, bonded or discharged within 60 days after such
judgment became final and nonappealable, and

     (viii) any Guarantee of a Guarantor ceases to be in full force and effect
or becomes unenforceable or invalid or is declared null and void or any
Guarantor denies or disaffirms its obligations under its Guarantee (other than
in accordance with the terms of the Guarantee).

     12. Subordination. The Notes and the Guarantees are subordinated in right
of payment, to the extent and in the manner provided in Article XII and Section
11.5 of the Indenture, to the prior payment in full of all Senior Debt. The
Company and the Guarantors agree, and each Holder by accepting a Note consents
and agrees, to the subordination provided in the Indenture and authorizes the
Trustee to give it effect.


                                      A-12
<PAGE>   128



     13. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. No Recourse Against Others. No direct or indirect stockholder,
employee, officer or director, as such, past, present or future, of the Company
or any Guarantor, or any successor entity, shall have any personal liability in
respect of the obligations of the Company or the Guarantors under the Notes or
the Indenture solely by reason of his or its status as such stockholder,
employee, officer or director; provided, that this Section 14 shall in no way
limit the obligation of any Guarantor pursuant to any Guarantee of the Notes.
Each Securityholder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the
Notes.

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



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

     17. Additional Rights of Holders of Transfer Restricted Notes.(7) In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, among the
Company, the Guarantors and the Initial Purchasers (the "Registration Rights
Agreement").

     18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon, and any such redemption shall not
be affected by any defect in or omission of such numbers.

     19. Notation of Guarantee. As more fully set forth in the Indenture, each
of the Guarantors from time to time, in accordance with the provisions of the
Indenture, shall irrevocably and unconditionally and jointly and severally
guarantee, in accordance with Article XI of the Indenture, to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, that: (a) the principal of, and

______________

(7) To be included only on Transfer Restricted Notes.



                                      A-13
<PAGE>   129



premium, if any, Liquidated Damages, if any, and interest on the Notes will be
paid on a senior subordinated basis in full when due, whether at the Maturity
Date or Interest Payment Date, by acceleration, call for redemption, upon a
Change of Control Offer, upon an Asset Sale Offer or otherwise; (b) all other
obligations of the Company to the Holders or the Trustee under the Indenture or
under the Notes will be promptly paid in full or performed, all in accordance
with the terms of the Indenture and the Notes; and (c) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at maturity, by acceleration, call
for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise. Such Guarantees are subordinated in right of payment to the prior
payment in full of all obligations in respect of Senior Debt of the Guarantors
as set forth in Section 11.5 and Article XII of the Indenture and shall cease to
apply, and shall be null and void, with respect to any Guarantor who, pursuant
to Article XI of the Indenture, is released from its Guarantee or whose
Guarantee otherwise ceases to be applicable pursuant to the terms of the
Indenture.

     When a successor assumes all the obligations of its predecessor under the
Notes and the Indenture, the predecessor will be released from those
obligations.

     20. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.

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

                           Penton   Media,    Inc.
                           1300  East  9th  Street
                           Cleveland, Ohio  44114
                           Attention:  Chief Financial
                           Officer Telephone No.: (216) 696-0836


                                      A-14
<PAGE>   130



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


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

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





Date:____________________ Your Signature:_____________________________

                    (Sign exactly as your name appears on the face of this Note)



 Signature Guarantee*

________________________________________________________________________________

 *NOTICE: The Signature must be guaranteed by an Institution which is a member
 of one of the following recognized signature Guarantee Programs: (i) The
 Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
 Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
 (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.


                                      A-15
<PAGE>   131



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.14 or 10.1 of the Indenture, check the box below:

           [ ]   Section 4.14                         [ ]    Section 10.1

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.14 or Section 10.1 of the Indenture, state the amount you
elect to have purchased (in denominations of $1,000 only, except if you have
elected to have all of your Notes purchased): $__________

 Date: _______________________   Your Signature:________________________________

                                 (Sign exactly as your name appears on the Note)

                                           Tax Identification No.:______________

Signature Guarantee*




________________________________________________________________________________

 *NOTICE: The Signature must be guaranteed by an Institution which is a member
 of one of the following recognized signature Guarantee Programs: (i) The
 Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
 Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
 (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.



                                      A-16
<PAGE>   132



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(8)

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:


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















_____________________________
(8) This should be included only if the Note is issued in global form



                                      A-17
<PAGE>   133



                                    GUARANTEE

     The Guarantors listed below (hereinafter referred to as the "Guarantors,"
which term includes any successors or assigns under the Indenture, dated the
date hereof, among the Guarantors, the Company (defined below) and The Bank of
New York, as trustee (the "Indenture") and any additional Guarantors), jointly
and severally, irrevocably and unconditionally guarantee, in accordance with
Article XI of the Indenture: (i) the due and punctual payment of the principal
of, premium, if any, and interest and Liquidated Damages, if any, on the 10.375%
Senior Subordinated Notes due 2011 (the "Notes") of Penton Media, Inc., a
Delaware corporation (the "Company"), whether at the Maturity Date, or Interest
Payment Date, by acceleration, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer or otherwise; (ii) the due and punctual payment
or performance of all other obligations of the Company to the Holders or the
Trustee under the Indenture and the Notes, all in accordance with the terms set
forth in Article XI of the Indenture; (iii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at maturity, by acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise; and (iv) the payment of any and all costs and expenses (including
attorneys' fees) incurred by the Trustee in enforcing any rights under this
Guarantee.

     The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
XI of the Indenture and reference is hereby made to such Indenture for the
precise terms of this Guarantee.

     The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly subordinated to
Senior Debt of the Guarantor as set forth in Section 11.5 and Article XII of the
Indenture and reference is hereby made to such Section for the precise terms of
such subordination.

     No direct or indirect stockholder, employee, officer or director, as such,
past, present or future, of any of the Guarantors, or any successor entity,
shall have any personal liability in respect of the obligations of any of the
Guarantors under the Guarantees or the Indenture solely by reason of his or its
status as such stockholder, employee, officer or director; provided, that this
provision shall in no way limit the obligation of any Guarantor pursuant to this
Guarantee.

     This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Guarantor and its successors and assigns until
full and final


                                      A-18
<PAGE>   134



payment of all of the Company's obligations under the Notes and Indenture or
until released or legally defeased in accordance with the Indenture and shall
inure to the benefit of the successors and assigns of the Trustee and the
Holders, and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. This is a Guarantee of payment and
not of collectibility.

     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

     The obligations of each Guarantor under its Guarantee shall be limited to
the extent necessary to insure that it does not constitute a fraudulent
conveyance under applicable law.

     THE TERMS OF ARTICLES XI AND XII OF THE INDENTURE ARE INCORPORATED HEREIN
BY REFERENCE.

     Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.


                                      A-19
<PAGE>   135



     IN WITNESS WHEREOF, each of the Guarantors has caused this instrument to be
duly executed.

Dated: June 28, 2001



                                  STARDUST.COM

                                  By:
                                  Name:
                                  Title:


                                  PTS DELAWARE, INC.

                                  By:
                                  Name:
                                  Title:


                                  INTERNET WORLD MEDIA, INC.

                                  By:
                                  Name:
                                  Title:


                                  STREAMING MEDIA, INC.

                                  By:
                                  Name:
                                  Title:



                                  TECH CONFERENCES, INC.

                                  By:
                                  Name:
                                  Title:



                                  HEALTHWELL.COM, INC.

                                  By:
                                  Name:
                                  Title:




<PAGE>   136



                                  DONOHUE MEEHAN PUBLISHING COMPANY

                                  By: _____________________________
                                      Name:
                                      Title:


                                  DUKE INVESTMENTS, INC.

                                  By: _____________________________
                                      Name:
                                      Title:


                                  DUKE COMMUNICATIONS INTERNATIONAL, INC.

                                  By: _____________________________
                                      Name:
                                      Title:


                                  ONE, INC.

                                  By: _____________________________
                                      Name:
                                      Title:


                                  BOARDWATCH, INCORPORATED

                                  By: _____________________________
                                      Name:
                                      Title:


                                  PENTON INTERNET, INC.

                                  By: _____________________________
                                      Name:
                                      Title:



                                       A-2
<PAGE>   137



                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

Penton   Media,   Inc.
1300  East 9th  Street
Cleveland, Ohio  44114
Attention:  Chief Financial Officer

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York  10286
Attention:  Corporate Trust Administration

            Re: 10.375% Senior Subordinated Notes due 2011

Ladies and Gentlemen:

     Reference is hereby made to the Indenture, dated as of June 28, 2001 (the
"Indenture"), among Penton Media, Inc., as issuer (the "Company"), the
Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture. ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest[s] in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interest[s] (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]



1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any


                                      B-1
<PAGE>   138



applicable blue sky securities laws of any State of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed Transfer is being made prior to the expiration of the Distribution
Compliance Period, the Transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser) and the
interest transferred will be held immediately thereafter through Euroclear or
Clearstream. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT
OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any State of the United States, and accordingly the Transferor hereby further
certifies that (check one):

     (a) [ ] Such Transfer is being effected pursuant to and in accordance with
     Rule 144 under the Securities Act; or


                                      B-2
<PAGE>   139



     (b) [ ] Such Transfer is being effected to the Company or a subsidiary
     thereof; or



     (c) [ ] Such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act; or

     (d) [ ] such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby further certifies that it has not engaged in any general
     solicitation within the meaning of Regulation D under the Securities Act
     and the Transfer complies with the transfer restrictions applicable to
     beneficial interests in a Restricted Global Note or Restricted Definitive
     Note and the requirements of the exemption claimed, which certification is
     supported by (1) a certificate executed by the Transferee in a form of
     Exhibit D to the Indenture and (2) if such Transfer is in respect of a
     principal amount of Notes at the time of transfer of less than $250,000, an
     Opinion of Counsel provided by the Transferor or the Transferee (a copy of
     which the Transferor has attached to this certification and provided to the
     Company, which has confirmed its acceptability), to the effect that such
     Transfer is in compliance with the Securities Act. Upon consummation of the
     proposed Transfer in accordance with the terms of the Indenture, the
     Definitive Note will be subject to the restrictions on transfer enumerated
     in the Private Placement Legend printed on the Definitive Notes and in the
     Indenture and the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.



     (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 144 under the
     Securities Act and in compliance with the transfer restrictions contained
     in the Indenture and any applicable blue sky securities laws of any State
     of the United States and (ii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act. Upon consummation of the
     proposed Transfer in accordance with the terms of the Indenture, the
     transferred beneficial interest or Definitive Note will no longer be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the Restricted Global Notes, on Restricted Definitive
     Notes and in the Indenture and the Securities Act.


                                      B-3
<PAGE>   140



     (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 903 or Rule 904
     under the Securities Act and in compliance with the transfer restrictions
     contained in the Indenture and any applicable blue sky securities laws of
     any State of the United States and (ii) the restrictions on transfer
     contained in the Indenture and the Private Placement Legend are not
     required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will no
     longer be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes, on Restricted
     Definitive Notes and in the Indenture and the Securities Act.

     (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
     is being effected pursuant to and in compliance with an exemption from the
     registration requirements of the Securities Act other than Rule 144, Rule
     903 or Rule 904 and in compliance with the transfer restrictions contained
     in the Indenture and any applicable blue sky securities laws of any State
     of the United States and (ii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act. Upon consummation of the
     proposed Transfer in accordance with the terms of the Indenture, the
     transferred beneficial interest or Definitive Note will not be subject to
     the restrictions on transfer enumerated in the Private Placement Legend
     printed on the Restricted Global Notes or Restricted Definitive Notes and
     in the Indenture.


                                      B-4
<PAGE>   141



This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

                                         Dated:

 _______________________________
[Insert Name of Transferor]





By: ____________________________
   Name:
   Title:



                                      B-5
<PAGE>   142



                       ANNEX A TO CERTIFICATE OF TRANSFER



1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

     (a) [ ] a beneficial interest in the:

          (i) [ ] 144A Global Note (CUSIP _______), or

          (ii) [ ] Regulation S Global Note (CUSIP _______), or

     (b) [ ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

     (a) [ ] a beneficial interest in the:

          (i) [ ] 144A Global Note (CUSIP _______), or

          (ii) [ ] Regulation S Global Note (CUSIP _______), or

          (iii) [ ] Unrestricted Global Note (CUSIP _______); or

     (b) [ ] a Restricted Definitive Note; or

     (c) [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                      B-6
<PAGE>   143



                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

Penton Media, Inc.
1300 East 9th Street
Cleveland, Ohio 44114
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York  10286
Attention: Corporate Trust Administration

Re: 10.375% Senior Subordinated Notes due 2011

Ladies and Gentlemen:



     Reference is hereby made to the Indenture, dated as of June 28, 2001 (the
"Indenture"), by and among Penton Media, Inc., as issuer (the "Company"), the
Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     ____________, (the "Owner") owns and proposes to exchange the Note[s] or
interest[s] in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interest[s] (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

     1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE.

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account


                                      C-1
<PAGE>   144



without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the
"Securities Act"), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any State of the United States.

     (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any State of the United States.

     (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any State
of the United States.

     (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the


                                      C-2
<PAGE>   145



Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
State of the United States.

     2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES.

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the: [CHECK ONE]
144A Global Note or Regulation S Global Note with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any State of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.


                                      C-3
<PAGE>   146



This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.

__________________________
[Insert Name of Owner]



By:_______________________
 Name:
 Title:





Dated:____________________



                                       C-4
<PAGE>   147



                                    EXHIBIT D
                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR

Penton Media, Inc.
1300 East 9th Street
Cleveland, Ohio 44114
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, Floor 21W
New York, New York  10286
Attention: Corporate Trust Administration

Re: 10.375% Senior Subordinated Notes due 2011

Ladies and Gentlemen:

     Reference is hereby made to the Indenture, dated as of June 28, 2001 (the
"Indenture"), by and among Penton Media, Inc., as issuer (the "Company"), the
Guarantors party thereto and The Bank of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of: (a) a beneficial interest in a Global Note, or (b) a
Definitive Note, we confirm that:

     1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the United States Securities Act of
1933, as amended (the "Securities Act").

     2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own




                                      D-1
<PAGE>   148



behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell the Notes or any interest therein, we will do so
only (1) in the United States to a person whom the seller reasonably believes is
a "qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) in a transaction meeting the requirements of Rule 144A, (2) outside the
United States in an offshore transaction in accordance with Rule 904 under the
Securities Act, (3) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder (if available) or (4) pursuant to
an effective registration statement under the Securities Act, in each of cases
(1) through (4) in accordance with any applicable securities laws of any state
of the United States, and we further agree to notify any purchaser of the Notes
from us of the resale restrictions referred to above.

     3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect. We further understand that any subsequent
transfer by us of the Notes or beneficial interest therein acquired by us must
be effected through one of the Initial Purchasers.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.


                                      D-2
<PAGE>   149



     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

_______________________________                  Dated: __________________, ____
[Insert Name of Accredited Investor]





By:_______________________________
 Name:
 Title:



                                       D-3