Prime Medical Services, Inc.

                    The Subsidiary Guarantors Parties Hereto





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


                              SERIES A AND SERIES B


                     8-3/4% SENIOR SUBORDINATED NOTES DUE 2008


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


                                    INDENTURE


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


                           Dated as of March 27, 1998


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



              State Street Bank and Trust Company of Missouri, N.A.

                                     Trustee













<PAGE>

                             CROSS-REFERENCE TABLE*

(a)      Trust Indenture

         Act Section  Indenture Section

310 (a)(1)..................................................................7.10
(a)(2)......................................................................7.10
(a)(3)......................................................................N.A.
(a)(4)......................................................................N.A.
(a)(5)......................................................................7.10
(i)(b)......................................................................7.10
(ii)(c).....................................................................N.A.
311(a)......................................................................7.11
(b)  .......................................................................7.11
(iii(c).....................................................................N.A.
312 (a).....................................................................2.05
(b)  ......................................................................11.03
(iv)(c)....................................................................11.03
313(a)......................................................................7.06
(b)(1).....................................................................10.03
(b)(2)......................................................................7.07
(v)(c).....................................................................7.06;
                                                                           11.02
(vi)(d).....................................................................7.06
314(a).....................................................................4.03;
                                                                           11.02
(A)(b).....................................................................10.02
(c)(1).....................................................................11.04
(c)(2).....................................................................11.04
(c)(3)......................................................................N.A.
(d)  ......................................................................0.03,
                                                                    10.04, 10.05
(vii)(e)...................................................................11.05
(f)  .........................................................................NA
315 (a).....................................................................7.01
(b)  ......................................................................7.05,
                                                                           11.02
(A)(c)......................................................................7.01
(d)  .......................................................................7.01
(e)  .......................................................................6.11
316 (a)(last sentence)......................................................2.09
(a)(1)(A)...................................................................6.05
(a)(1)(B)...................................................................6.04
(a)(2)......................................................................N.A.
(b)  .......................................................................6.07
(B)(c)......................................................................2.12
317 (a)(1)..................................................................6.08
(a)(2)......................................................................6.09
(b)  .......................................................................2.04
318 (a)....................................................................11.01
(b)  .......................................................................N.A.
(c)  ......................................................................11.01
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


2





<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

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

   Section 1.01. Definitions...................................................1

   Section 1.02. Other Definitions............................................17

   Section 1.03. Provisions of the TIA........................................18

   Section 1.04. Rules of Construction........................................18


ARTICLE 2. THE NOTES..........................................................18

   Section 2.01. Form and Dating..............................................18

   Section 2.02. Execution and Authentication.................................20

   Section 2.03. Registrar and Paying Agent...................................20

   Section 2.04. Paying Agent to Hold Money in Trust..........................21

   Section 2.05. Holder Lists.................................................21

   Section 2.06. Transfer and Exchange........................................21

   Section 2.07. Replacement Notes............................................33

   Section 2.08. Outstanding Notes............................................33

   Section 2.09. Treasury Notes...............................................33

   Section 2.10. Temporary Notes..............................................34

   Section 2.11. Cancellation.................................................34

   Section 2.12. Defaulted Interest...........................................34


ARTICLE 3. REDEMPTION AND PREPAYMENT..........................................34

   Section 3.01. Notices to Trustee...........................................34

   Section 3.02. Selection of Notes to Be Redeemed............................35

   Section 3.03. Notice of Redemption.........................................35

   Section 3.04. Effect of Notice of Redemption...............................36

   Section 3.05. Deposit of Redemption Price..................................36

   Section 3.06. Notes Redeemed in Part.......................................36

   Section 3.07. Optional Redemption..........................................36

   Section 3.08. Mandatory Redemption.........................................37

   Section 3.09. Offer to Purchase by Application of Excess Proceeds..........37


ARTICLE 4. COVENANTS..........................................................39

   Section 4.01. Payment of Notes.............................................39

   Section 4.02. Maintenance of Office or Agency..............................39

   Section 4.03. Reports......................................................40

   Section 4.04. Compliance Certificate.......................................40

   Section 4.05. Taxes........................................................41

   Section 4.06. Stay, Extension and Usury Laws...............................41

   Section 4.07. Restricted Payments..........................................41

   Section 4.08. Dividend and Other Payment Restrictions Affecting
                 Subsidiaries.................................................43

   Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock...44

   Section 4.10. Asset Sales..................................................46

   Section 4.11. Transactions with Affiliates.................................47

   Section 4.12. Liens........................................................47

   Section 4.13. Business Activities..........................................48

   Section 4.14. Corporate Existence..........................................48

   Section 4.15. Offer to Repurchase Upon Change of Control...................48

   Section 4.16. Limitation on Other Senior Subordinated Debt.................49

   Section 4.17. Sale and Leaseback Transactions..............................49

   Section 4.18. Limitation on Issuances and Sales of Equity Interests
                 in Wholly Owned Subsidiaries.................................50

   Section 4.19. Payments for Consent.........................................50

   Section 4.20. Guarantees of Certain Indebtedness...........................50


ARTICLE 5. SUCCESSORS.........................................................51

   Section 5.01. Merger, Consolidation or Sale of Assets......................51

   Section 5.02. Successor Corporation Substituted............................51


ARTICLE 6. DEFAULTS AND REMEDIES..............................................52

   Section 6.01. Events of Default............................................52

   Section 6.02. Acceleration.................................................53

   Section 6.03. Other Remedies...............................................54

   Section 6.04. Waiver of Past Defaults......................................54

   Section 6.05. Control by Majority..........................................54

   Section 6.06. Limitation on Suits..........................................55

   Section 6.07. Rights of Holders of Notes to Receive Payment................55

   Section 6.08. Collection Suit by Trustee...................................55

   Section 6.09. Trustee May File Proofs of Claim.............................55

   Section 6.10. Priorities...................................................56

   Section 6.11. Undertaking for Costs........................................56


ARTICLE 7. TRUSTEE............................................................57

   Section 7.01. Duties of Trustee............................................57

   Section 7.02. Rights of Trustee............................................58

   Section 7.03. Individual Rights of Trustee.................................58

   Section 7.04. Trustee's Disclaimer.........................................58

   Section 7.05. Notice of Defaults...........................................59

   Section 7.06. Reports by Trustee to Holders of the Notes...................59

   Section 7.07. Compensation and Indemnity...................................59

   Section 7.08. Replacement of Trustee.......................................60

   Section 7.09. Successor Trustee by Merger, etc.............................61

   Section 7.10. Eligibility; Disqualification................................61

   Section 7.11. Preferential Collection of Claims Against Company............61


ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................61

   Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.....61

   Section 8.02. Legal Defeasance and Discharge...............................61

   Section 8.03. Covenant Defeasance..........................................62

   Section 8.04. Conditions to Legal or Covenant Defeasance...................62

   Section 8.05. Deposited Money and Government Securities to be Held
                 in Trust; Other Miscellaneous Provisions.....................64

   Section 8.06. Repayment to Company.........................................64

   Section 8.07. Reinstatement................................................64


ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER...................................65

   Section 9.01. Without Consent of Holders of Notes..........................65

   Section 9.02. With Consent of Holders of Notes.............................65

   Section 9.03. Compliance with Trust Indenture Act..........................67

   Section 9.04. Revocation and Effect of Consents............................67

   Section 9.05. Notation on or Exchange of Notes.............................67

   Section 9.06. Trustee to Sign Amendments, etc..............................67


ARTICLE 10. SUBORDINATION.....................................................68


   Section 10.01. Agreement to Subordinate....................................68

   Section 10.02. Liquidation; Dissolution; Bankruptcy........................68

   Section 10.03. Default on Designated Senior Debt...........................68

   Section 10.04. Acceleration of Notes.......................................69

   Section 10.05. When Distribution Must Be Paid Over.........................69

   Section 10.06. Notice by Company...........................................69

   Section 10.07. Subrogation.................................................70

   Section 10.08. Relative Rights.............................................70

   Section 10.09. Subordination May Not Be Impaired by Company................70

   Section 10.10. Distribution or Notice to Representative....................70

   Section 10.11. Rights of Trustee and Paying Agent..........................71

   Section 10.12. Authorization to Effect Subordination.......................71

   Section 10.13. Amendments..................................................71


ARTICLE 11. SUBSIDIARY GUARANTEES.............................................71

   Section 11.01. Guarantee...................................................71

   Section 11.02. Limitation on Subsidiary Guarantor Liability................72

   Section 11.03. Execution and Delivery of Subsidiary Guarantee..............73

   Section 11.04. Subsidiary Guarantors May Consolidate, etc., on
                  Certain Terms...............................................73

   Section 11.05. Releases Following Sale of Assets...........................74


ARTICLE 12. SUBORDINATION OF SUBSIDIARY GUARANTEE.............................74

   Section 12.01. Agreement to Subordinate....................................74

   Section 12.02. Liquidation; Dissolution; Bankruptcy........................75

   Section 12.03. Default on Designated Senior Debt...........................75

   Section 12.04. Acceleration of Notes.......................................76

   Section 12.05. When Distribution Must Be Paid Over.........................76

   Section 12.06. Notice by Company...........................................76

   Section 12.07. Subrogation.................................................76

   Section 12.08. Relative Rights.............................................77

   Section 12.09. Subordination May Not Be Impaired by Subsidiary
                  Guarantor...................................................77

   Section 12.10. Distribution or Notice to Representative....................77

   Section 12.11. Rights of Trustee and Paying Agent..........................78

   Section 12.12. Authorization to Effect Subordination.......................78

   Section 12.13. Amendments..................................................78


ARTICLE 13. SATISFACTION AND DISCHARGE........................................78

   Section 13.01.  Satisfaction and Discharge of Indenture....................78

   Section 13.02.   Application of Trust Money................................79


ARTICLE 14. MISCELLANEOUS.....................................................80

   Section 14.01. Trust Indenture Act Controls................................80

   Section 14.02. Notices.....................................................80

   Section 14.03.   Communication by Holders of Notes with Other
                    Holders of Notes..........................................81

   Section 14.04. Certificate and Opinion as to Conditions Precedent..........81

   Section 14.05. Statements Required in Certificate or Opinion...............81

   Section 14.06. Rules by Trustee and Agents.................................82

   Section 14.07.   No Personal Liability of Directors, Officers,
                    Employees and Stockholders................................82

   Section 14.08. Governing Law...............................................82

   Section 14.09. No Adverse Interpretation of Other Agreements...............82

   Section 14.10. Successors..................................................82

   Section 14.11. Severability................................................82

   Section 14.12. Counterpart Originals.......................................82

   Section  14.13. Table of Contents, Headings, etc...........................83



EXHIBITS
Exhibit A    FORM OF NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E    FORM OF SUBSIDIARY GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE


i






<PAGE>

     INDENTURE  dated as of March 27, 1998 by and among Prime Medical  Services,
Inc., a Delaware  corporation  (the  "Company"),  each of the existing  domestic
subsidiaries  of the  Company  listed on the  signature  page of this  Indenture
(together, the "Initial Guarantors"), and State Street Bank and Trust Company of
Missouri, N.A., as trustee (the "Trustee").  The Company, the Initial Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal
and ratable  benefit of the  Holders of the 8 3/4% Series A Senior  Subordinated
Notes  due  2008  (the  "Series  A  Notes")  and  the 8  3/4%  Series  B  Senior
Subordinated  Notes due 2008 (the "Series B Notes" and, together with the Series
A Notes, the "Notes"):

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

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

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

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

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

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

     "Asset Sale" means (i) the sale, lease,  conveyance or other disposition of
any  assets  or  rights  (including,  without  limitation,  by way of a sale and
leaseback) other than sales of inventory and  dispositions of Cash  Equivalents,
in each case, in the ordinary course of business (provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company  and its  Restricted  Subsidiaries  taken as a whole will be governed by
Section 4.15 hereof and/or  Section 5.01 hereof and not by Section 4.10 hereof),
and (ii) the issue by any Restricted  Subsidiaries  of the Company of any Equity
Interests of such  Restricted  Subsidiary  and the sale by the Company or any of
its  Restricted  Subsidiaries  of  Equity  Interest  of  any  of  the  Company's
Subsidiaries,  in the case of either  clause  (i) or (ii),  whether  in a single
transaction  or a series of  related  transactions  (a) that have a fair  market
value in  excess  of $1.0  million  or (b) for net  proceeds  in  excess of $1.0
million.  Notwithstanding the foregoing, the following items shall not be deemed
to be Asset  Sales:  (i) a transfer  of assets by the  Company  to a  Restricted
Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted
Subsidiary,  (ii) an issuance of Equity Interests by a Restricted  Subsidiary to
the Company or to another Restricted Subsidiary, (iii) a Restricted Payment that
is permitted by Section 4.07 hereof and (iv) the grant of any Lien  permitted to
be incurred  under this Indenture (and any  foreclosure  thereon  conducted in a
commercially reasonable manner).

     "Attributable  Debt" in respect of a sale and leaseback  transaction means,
at the time of  determination,  the  present  value  (discounted  at the rate of
interest  implicit in such  transaction,  determined in accordance with GAAP) of
the obligation of the lessee for net rental  payments  during the remaining term
of the lease  included in such sale and  leaseback  transaction  (including  any
period  for which  such  lease has been  extended  or may,  at the option of the
lessor, be extended).

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

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

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

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

     "Cash Equivalents" means (i) United States dollars,  (ii) securities issued
or directly and fully  guaranteed or insured by the United States  government or
any agency or  instrumentality  thereof (provided that the full faith and credit
of the United  States is pledged in support  thereof)  having  maturities of not
more than six months from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of six months or less from the date
of  acquisition,  demand  deposits,  bankers'  acceptances  with  maturities not
exceeding six months and overnight bank  deposits,  in each case with any lender
party to the Senior Credit Facility or with any domestic  commercial bank having
capital and surplus in excess of $500  million and a Thompson  Bank Watch Rating
of "B" or better,  or foreign  branches  thereof,  having capital and surplus in
excess of $500.0 million or any  commercial  bank of any other country that is a
member of the Organization for Economic Cooperation and Development ("OECD") and
has total  assets in excess  of $500.0  million  and has one of the two  highest
ratings  available  from Moody's  Investors  Service,  Inc. or Standard & Poor's
Ratings Group,  (iv) repurchase  obligations  with a term of not more than seven
days for underlying  securities of the types described in clauses (ii) and (iii)
above entered into with any  financial  institution  meeting the  qualifications
specified in clause (iii) above,  (v) commercial paper having the highest rating
obtainable  from Moody's  Investors  Service,  Inc. or Standard & Poor's Ratings
Group and in each case maturing  within six months after the date of acquisition
and (vi) money market funds the assets of which  constitute Cash  Equivalents of
the kinds described in clauses (i)--(v) of this definition.

     "Cedel" means Cedel Bank, SA.

     "Change of Control" means the  occurrence of any of the following:  (i) the
sale, lease,  transfer,  conveyance or other  disposition  (other than by way of
merger or consolidation),  in one or a series of related transactions, of all or
substantially  all of the assets of the Company and its Restricted  Subsidiaries
taken as a whole to any  "person"  (as such term is used in Section  13(d)(3) of
the Exchange  Act);  (ii) the adoption of a plan relating to the  liquidation or
dissolution  of  the  Company;   (iii)  the   consummation  of  any  transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above) becomes the "beneficial  owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
a person shall be deemed to have  "beneficial  ownership" of all securities that
such  person  has  the  right  to  acquire,  whether  such  right  is  currently
exercisable  or  is  exercisable  only  upon  the  occurrence  of  a  subsequent
condition),  directly or indirectly, of more than 50% of the Voting Stock of the
Company (measured by voting power rather than number of shares);  (iv) the first
day on which a majority of the members of the Board of  Directors of the Company
are not Continuing  Directors;  or (iv) the Company consolidates with, or merges
with or into,  any Person,  or any Person  consolidates  with, or merges with or
into,  the Company,  in any such event pursuant to a transaction in which any of
the  outstanding  Voting Stock of the Company is converted into or exchanged for
cash,  securities or other property,  other than any such transaction  where the
Voting Stock of the Company outstanding immediately prior to such transaction is
converted into or exchanged for Voting Stock (other than Disqualified  Stock) of
the surviving or transferee  Person  constituting a majority of the  outstanding
shares of such Voting Stock of such surviving or transferee Person  (immediately
after giving effect to such issuance).

     "Company"  means Prime Medical  Services,  Inc., and any and all successors
thereto.

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

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

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

     "Corporate  Trust  Office of the  Trustee"  shall be at the  address of the
Trustee  specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company. "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

     "Debt to Cash Flow Ratio" means,  with respect to any Person as of any date
of  determination  (the  "Calculation  Date") the ratio of (a) the  consolidated
Indebtedness  of  such  Person  and  its  Restricted   Subsidiaries  as  of  the
Calculation  Date to (b) the  Consolidated  Cash  Flow  of such  Person  and its
Restricted  Subsidiaries  for the most recent four full fiscal  quarters  ending
immediately  prior to such  date for which  internal  financial  statements  are
available  determined  on a pro forma basis after giving effect to all financing
transactions  and acquisitions or dispositions of assets made by such Person and
its  Restricted  Subsidiaries  from the  beginning of such four  quarter  period
through and including such Calculation Date as if such transactions had occurred
at the  beginning  of such  quarter.  In  addition,  for  purposes of making the
computation  referred  to above,  (i)  acquisitions  that have been made by such
Person or any of its  Restricted  Subsidiaries,  including  through  mergers  or
consolidations  and including  any related  financing  transactions,  during the
reference  period or subsequent to such reference  period and on or prior to the
Calculation  Date  shall be  deemed  to have  occurred  on the  first day of the
reference period and  Consolidated  Cash Flow for such reference period shall be
calculated without giving effect to clause (iii) of the proviso set forth in the
definition  of  Consolidated  Net Income,  and (ii) the  Consolidated  Cash Flow
attributable to discontinued operations,  as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded.

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

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

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

     "Designated  Senior Debt" means (i) any Obligations  outstanding  under the
Senior  Credit  Facility  and (ii) any other  Senior Debt  permitted  under this
Indenture the aggregate  principal  amount of which is $10.0 million or more and
that has been designated by the Company as "Designated Senior Debt."

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

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

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

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

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

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

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

     "Existing   Indebtedness"   means  Indebtedness  of  the  Company  and  its
Subsidiaries  (other than  Indebtedness  under the Senior  Credit  Facility)  in
existence on the Issue Date,  including without  limitation  obligations to make
earn-out or other  contingent  payments arising under agreements in existence on
the Issue Date, until such amounts are repaid.

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

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

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

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, in the form of Exhibit A1 hereto
issued in accordance  with Section  2.01,  2.06(b)(iv),  2.06(d)(ii)  or 2.06(f)
hereof.

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

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

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

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

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

     "IAI  Global  Note"  means the global Note in the form of Exhibit A1 hereto
bearing the Global Note Legend and the Private  Placement  Legend and  deposited
with or on behalf of and registered in the name of the Depositary or its nominee
that will be issued in a denomination equal to the outstanding  principal amount
of the Notes sold to Institutional Accredited Investors.

     "Indebtedness"  means, with respect to any Person, any indebtedness of such
Person, whether or not contingent,  in respect of borrowed money or evidenced by
bonds,  notes,  debentures  or  similar  instruments  or  letters  of credit (or
reimbursement   agreements  in  respect  thereof)  or  banker's  acceptances  or
representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging  Obligations,  except
any such balance that constitutes an accrued expense or trade payable, if and to
the extent  any of the  foregoing  (other  than  letters  of credit and  Hedging
Obligations)  would  appear as a liability  upon a balance  sheet of such Person
prepared in accordance with GAAP, as well as all  Indebtedness of others secured
by a Lien on any  asset of such  Person  (whether  or not such  Indebtedness  is
assumed by such  Person)  (provided  that in the case of any such  Lien,  if the
obligations so secured have not been assumed by such Person or are not otherwise
such Person's  legal  liability,  such  obligations  shall be deemed to be in an
amount equal to the fair market value of such  properties or assets  (which,  if
such value is in excess of $1.0  million,  shall be  determined in good faith by
the Board of Directors of such Person, which determination shall be evidenced by
a Board Resolution)) and, to the extent not otherwise included, the Guarantee by
such  Person of any  Indebtedness  of any other  Person  (to the  extent of such
Guarantee).  The amount of any Indebtedness  outstanding as of any date shall be
(i) the accreted  value  thereof,  in the case of any  Indebtedness  issued with
original issue discount,  and (ii) the principal  amount thereof,  together with
any  interest  thereon  that is more than 45 days  past due,  in the case of any
other  Indebtedness.  Indebtedness  shall not include open  payables owed by the
Company to any Subsidiary arising in the ordinary course of business solely from
the collection by the Company of amounts due to such Subsidiary.

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

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

     "Initial  Guarantors"  means the  Guarantors who executed this Indenture on
the Issue Date.

     "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 are not also QIBs.

     "Investments"  means,  with respect to any Person,  all investments by such
Person  in other  Persons  (including  Affiliates)  in the  forms of  direct  or
indirect loans  (including  Guarantees of  Indebtedness  or other  obligations),
advances  or capital  contributions  (excluding  commission,  travel and similar
advances to officers,  directors  and employees  made in the ordinary  course of
business),  purchases or other  acquisitions for  consideration of Indebtedness,
Equity Interests or other securities,  together with all items that are or would
be classified as  investments  on a balance  sheet  prepared in accordance  with
GAAP.  If the  Company or any  Restricted  Subsidiary  of the  Company  sells or
otherwise disposes of any Equity Interests of any direct or indirect  Restricted
Subsidiary  of the Company such that,  after  giving  effect to any such sale or
disposition,  such Person is no longer a Restricted  Subsidiary  of the Company,
the Company  shall be deemed to have made an  Investment on the date of any such
sale or  disposition  equal to the fair market value of the Equity  Interests of
such  Restricted  Subsidiary not sold or disposed of in an amount  determined as
provided in Section 4.07 hereof.

     "Issue Date" means the closing  date for the sale and original  issuance of
the Notes under this Indenture.

     "Legal  Holiday"  means a  Saturday,  a Sunday  or a day on  which  banking
institutions  in the City of New  York,  St.  Louis,  Missouri  or at a place of
payment are authorized by law,  regulation or executive  order to remain closed.
If a payment date is a Legal Holiday at a place of payment,  payment may be made
at that place on the next  succeeding  day that is not a Legal  Holiday,  and no
interest  shall accrue on such payment for the  intervening  period.  "Letter of
Transmittal"  means the letter of  transmittal to be prepared by the Company and
sent to all Holders of the Notes for use by such Holders in connection  with the
Exchange Offer.

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

     "Liquidated  Damages" shall have the meaning set forth in the  Registration
Rights Agreement.

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

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its  Restricted  Subsidiaries  in respect  of any Asset Sale  (including,
without limitation,  any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (without duplication)
the direct costs  relating to such Asset Sale  (including,  without  limitation,
legal,  accounting and investment  banking fees, and sales  commissions) and any
relocation  expenses  incurred as a result  thereof,  taxes paid or payable as a
result  thereof  (after  taking  into  account  any  available  tax  credits  or
deductions and any tax sharing arrangements),  amounts required to be applied to
the repayment of Indebtedness (other than debt under the Senior Credit Facility)
secured  by a Lien on the asset or assets  that were the  subject  of such Asset
Sale,  any reserve for  adjustment in respect of the sale price of such asset or
assets established in accordance with GAAP, all distributions and other payments
required  to be made  pursuant  to  customary  partnership  agreements,  limited
liability company organizational documents,  joint venture agreements or similar
agreements  entered into in the ordinary course of business to minority interest
holders  in  Restricted  Subsidiaries  as a  result  of  such  Asset  Sale,  and
appropriate  amounts to be  provided by the seller as a reserve,  in  accordance
with GAAP,  against any  liabilities  associated  with the assets disposed of in
such Asset Sale and retained by the Company or any Restricted  Subsidiary  after
such Asset Sale.

     "Non-Recourse  Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted  Subsidiaries  (a) provides credit support of any kind
(including  any  undertaking,  agreement  or  instrument  that would  constitute
Indebtedness),  (b)  is  directly  or  indirectly  liable  (as  a  guarantor  or
otherwise),  or (c) constitutes the lender;  and (ii) no default with respect to
which  (including  any  rights  that  the  holders  thereof  may  have  to  take
enforcement  action  against an  Unrestricted  Subsidiary)  would  permit  (upon
notice,  lapse of time or both)  any  holder of any  other  Indebtedness  of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness  or cause the payment thereof to be accelerated or payable prior to
its stated  maturity;  and (iii) as to which the lenders  have been  notified in
writing  that  they  will not have any  recourse  to the  stock or assets of the
Company or any of its Restricted Subsidiaries.

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

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

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

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

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

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two  Officers of the  Company,  one of whom must be the  principal  executive
officer,  the  principal  financial  officer,  the  treasurer  or the  principal
accounting officer of the Company,  that meets the requirements of Section 14.05
hereof.

     "Opinion of Counsel"  means an opinion from legal counsel who is reasonably
acceptable to the Trustee,  that meets the requirements of Section 14.05 hereof.
The counsel may be an employee of or counsel to the Company,  any  Subsidiary of
the Company or the Trustee.

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

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

     "Permitted  Business"  means the business  conducted by the Company and its
Restricted  Subsidiaries  on the Issue Date and  businesses  reasonably  related
thereto.

     "Permitted  Investments"  means (a) any  Investment  in the Company or in a
Restricted  Subsidiary of the Company;  (b) any Investment in Cash  Equivalents;
(c) any Investment by the Company or any Restricted Subsidiary of the Company in
a Person, if as a result of such Investment (i) such Person becomes a Restricted
Subsidiary  of the  Company  or (ii) such  Person  is  merged,  consolidated  or
amalgamated  with or into,  or  transfers  or conveys  substantially  all of its
assets to, or is liquidated into, the Company or a Restricted  Subsidiary of the
Company;  (d) any  Investment  made  as a  result  of the  receipt  of  non-cash
consideration  from an Asset Sale that was made  pursuant  to and in  compliance
with Section 4.10 hereof;  (e) any  acquisition of Equity  Interests,  assets or
Investments in a Person solely in exchange for the issuance of Equity  Interests
(other than  Disqualified  Stock) of the  Company;  (f) any  acquisition  by the
Company or a  Restricted  Subsidiary  of  outstanding  Equity  Interests  in any
Restricted Subsidiary; (g) working capital advances on fair and reasonable terms
to the Company (in the good faith judgment of senior  management of the Company)
to  Unrestricted  Subsidiaries  in the  ordinary  course of  business on a basis
consistent  with past practice,  provided that such advances are not outstanding
for more than ninety days;  (h) stock,  obligations  or  securities  received in
settlement of debts created in the ordinary  course of business and owing to the
Company or any of its Restricted Subsidiaries or in satisfaction of judgments or
pursuant  to  any  plan  of  reorganization  or  similar  arrangement  upon  the
bankruptcy  or  insolvency  of any debtor,  (i) accounts  receivable  created or
acquired,  and prepaid expenses arising, in the ordinary course of business; (j)
the  endorsements  of negotiable  instruments  for  collection or deposit in the
ordinary  course of  business;  (k) the  incurrence,  assumption  or creation of
Hedging  Obligations  entered  into in  compliance  with this  Indenture  in the
ordinary  course of business;  and (l) other  Investments in Persons (other than
Restricted  Subsidiaries)  engaged  primarily in lithotripsy  operations,  which
Investments  have an aggregate fair market value (measured on the date each such
Investment was made and without  giving effect to subsequent  changes in value),
when taken together with all other  Investments made pursuant to this clause (l)
that are at the time  outstanding (it being  understood that an Investment shall
be deemed not to be  outstanding  for purposes of this clause (l) if such Person
subsequently  becomes a Restricted  Subsidiary),  not to exceed $50.0 million if
both  before and after  giving pro forma  effect to any such  Investment  (i) no
Default or Event of Default  shall have  occurred  and is  continuing,  (ii) the
Company's Fixed Charge Coverage Ratio for the Company's most recently ended four
full fiscal  quarters for which  internal  financial  statements  are  available
immediately  preceding the date of such proposed  Investment  would have been at
least 3.5 to 1 and (iii) the Company's Debt to Cash Flow Ratio for the Company's
most  recently  ended four full fiscal  quarters  for which  internal  financial
statements  are  available  immediately  preceding  the  date of  such  proposed
Investment would have been no greater than 3.5 to 1.

     "Permitted  Junior  Securities"  means Equity Interests in the Company or a
Subsidiary Guarantor or debt securities that are subordinated to all Senior Debt
(and any debt  securities  issued in exchange for Senior Debt) to  substantially
the same extent as, or to a greater extent than, the Notes,  or such  Subsidiary
Guarantor's  Subsidiary  Guarantee,  as appropriate,  are subordinated to Senior
Debt pursuant to this Indenture.

     "Permitted  Liens"  means (i) Liens on assets of the  Company or any of the
Subsidiary Guarantors securing Senior Debt under the Senior Credit Facility that
were  permitted by the terms of this  Indenture  to be  incurred;  (ii) Liens in
favor of the  Company or a  Subsidiary  Guarantor;  (iii) Liens on property of a
Person existing at the time such Person is merged into or consolidated  with the
Company or any Subsidiary of the Company or becomes a Subsidiary of the Company;
provided that such Liens were in existence  prior to the  contemplation  of such
transaction  and do not  extend to any assets  other than those of such  Person;
(iv)  Liens on  property  existing  at the time of  acquisition  thereof  by the
Company  or any  Subsidiary  of the  Company,  provided  that such Liens were in
existence prior to the contemplation of such  acquisition;  (v) Landlord's Liens
or Liens to secure the  performance of statutory  obligations,  surety or appeal
bonds,  performance  bonds or other obligations of a like nature incurred in the
ordinary  course  of  business;  (vi)  Liens to secure  Indebtedness  (including
Capital  Lease  Obligations)  permitted  by  clauses  (iv) or (x) of the  second
paragraph  Section  4.09  hereof  covering  only the assets  acquired  with such
Indebtedness;  (vii) Liens existing on the date of this Indenture;  (viii) Liens
for  taxes,  assessments  or  governmental  charges  or claims  that are not yet
delinquent or that are being contested in good faith by appropriate  proceedings
promptly instituted and diligently concluded, provided that any reserve or other
appropriate  provision as shall be required in  conformity  with GAAP shall have
been made therefor;  (ix) Liens  incurred in the ordinary  course of business of
the Company or any Subsidiary of the Company with respect to obligations that do
not  exceed  $5.0  million  at any one  time  outstanding  and  that (a) are not
incurred in connection  with the borrowing of money or the obtaining of advances
or credit  (other than trade credit in the ordinary  course of business) and (b)
do not in the  aggregate  materially  detract  from the value of the property or
materially impair the use thereof in the operation of business by the Company or
such Subsidiary;  (x) Liens on assets of Unrestricted  Subsidiaries  that secure
Non-Recourse  Debt of  Unrestricted  Subsidiaries;  (xi)  Liens on assets of the
Company securing Senior Debt of the Company that was permitted to be incurred by
the  terms of this  Indenture  and Liens on  assets  of a  Subsidiary  Guarantor
securing  Senior Debt of such  Subsidiary  Guarantor  that was  permitted  to be
incurred  by the  terms  of  this  Indenture;  (xii)  Liens  securing  Permitted
Refinancing  Indebtedness  which is incurred to refinance any Indebtedness which
has been secured by a Lien  permitted  under this  Indenture  and which has been
incurred in accordance with the provisions of this Indenture, provided, however,
that such Liens (A) are not materially less favorable to the Holders and are not
materially more favorable to the lienholders with respect to such Liens than the
Liens in respect of the  Indebtedness  being refinanced and (B) do not extend to
or  cover  any  property  or  assets  of the  Company  or any of its  Restricted
Subsidiaries   not  securing  the   Indebtedness   so  refinanced   (other  than
improvements  to such  property  or assets);  (xiii)  Liens  arising  under this
Indenture in favor of the Trustee for its own benefit and similar Liens in favor
of other trustees arising under instruments governing  Indebtedness permitted to
be incurred  under this  Indenture;  (xiv)  judgment Liens not giving rise to an
Event of Default so long as such Lien is adequately  bonded and any  appropriate
legal  proceedings  which may have been duly  initiated  for the  review of such
judgment  shall not have finally  terminated  or other period  within which such
proceedings may be initiated  shall not have expired;  (xv) Liens resulting from
the  deposit  of funds or  government  securities  in trust for the  purpose  of
discharging  or  defeasing  Indebtedness  of  the  Company  and  its  Restricted
Subsidiaries so long as such deposit of funds or government  securities and such
discharging  or defeasing  of  Indebtedness  are  permitted  under  Section 4.07
hereof;  (xvi) setoff,  chargeback and other rights of depository and collecting
banks  and other  regulated  financial  institutions  with  respect  to money or
instruments of the Company or its Restricted  Subsidiaries on deposit with or in
the  possession  of such  institutions;  (xvii)  pledges or deposits made in the
ordinary   course  of  business  in  connection   with  workers'   compensation,
unemployment insurance and other social security legislation;  and (xviii) Liens
securing Hedging Obligations otherwise permitted under this Indenture.

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

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

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

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

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated as of March 27, 1998, 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.

     "Regulation  S Global Note" means a  Regulation S Temporary  Global Note or
Regulation S Permanent Global Note, as appropriate.

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

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

     "Regulation S Temporary  Legend" means the legend set forth in Section 2.06
(g)(iii) to be placed on the Regulation S Temporary Global Note.

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

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

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

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

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

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

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

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

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

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

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Credit  Facility" means that certain credit  agreement  existing on
the Issue Date by and among the Company,  certain  lending  parties  thereto and
Bank Boston,  N.A. and  NationsBank  of Texas,  N.A.,  as agents,  including any
related notes, guarantees (by Subsidiaries or otherwise),  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 (in each case,  in
whole or in part,  and  without  limitation  as to  amount,  terms,  conditions,
covenants  and  other  provisions),  with the same or  other  agents,  trustees,
representative lenders or holders,  irrespective of any changes in the terms and
conditions thereof.  Without limiting the generality of the foregoing,  the term
"Senior Credit Facility" shall include any amendment, amendment and restatement,
renewal,  extension,  restructuring,  supplement or  modification  to any Senior
Credit Facility and all refundings,  refinancings and replacements of any Senior
Credit  Facility,  including  any  agreement  (i)  extending the maturity of any
Obligations incurred thereunder or contemplated thereby, (ii) adding or deleting
borrowers or guarantors thereunder,  so long as borrowers and guarantors include
one or more of the Company and its Subsidiaries and their respective  successors
and assigns, or (iii) increasing the amount of Indebtedness  incurred thereunder
or available to be borrowed thereunder.

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

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

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

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

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

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

     "Subsidiary Guarantors" means (i) the limited Guarantors and (ii) any other
Subsidiary  that  executes  a  Subsidiary   Guarantee  in  accordance  with  the
provisions of this Indenture,  and their respective  successors and assigns,  in
each case so long as such  Person  guarantees  the  obligations  of the  Company
pursuant to Article 11 hereof.

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

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

     "Unrestricted  Global  Note" means a  permanent  global Note in the form of
Exhibit A1  attached  hereto  that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note"  attached  thereto,  and
that is  deposited  with  or on  behalf  of and  registered  in the  name of the
Depositary,  representing  a  series  of  Notes  that do not  bear  the  Private
Placement Legend or the Regulation S Temporary Legend.

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

     "Unrestricted  Subsidiary"  means (i) any Subsidiary  that is designated by
the Board of Directors as an Unrestricted Subsidiary (and any Subsidiary of such
Unrestricted Subsidiary) pursuant to a Board Resolution;  but only to the extent
that such Subsidiary:  (a) has no Indebtedness other than Non-Recourse Debt; (b)
is not party to any agreement,  contract,  arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement,  contract,  arrangement or understanding are no less favorable to the
Company or such  Restricted  Subsidiary than those that might be obtained at the
time from  Persons who are not  Affiliates  of the Company  (other than (x) open
payables owed by the Company to such  Subsidiary  arising in the ordinary course
of  business  solely from the  collection  by the Company of amounts due to such
Subsidiary and (y) working capital  advances on fair and reasonable terms to the
Company (in the good faith judgment of senior management of the Company) to such
Subsidiary in the ordinary  course of business on a basis  consistent  with past
practice,  provided  that such  advances  are not  outstanding  for more than 90
days);  (c) is a Person with respect to which neither the Company nor any of its
Restricted  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  Restricted  Subsidiaries.  Any such  designation  by the Board of Directors
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the  Board  Resolution  giving  effect  to  such  designation  and an  Officers'
Certificate  certifying  that  such  designation  complied  with  the  foregoing
conditions  and was  permitted  by Section  4.07  hereof.  If, at any time,  any
Unrestricted  Subsidiary  would fail to meet the  foregoing  requirements  as an
Unrestricted  Subsidiary,  it  shall  thereafter  cease  to be  an  Unrestricted
Subsidiary  for  purposes  of  this  Indenture  and  any  Indebtedness  of  such
Subsidiary  shall be deemed to be incurred  by a  Restricted  Subsidiary  of the
Company  as of such date  (and,  if such  Indebtedness  is not  permitted  to be
incurred as of such date under  Section  4.09  hereof,  the Company  shall be in
default of such covenant). The Board of Directors of the Company may at any time
designate any Unrestricted  Subsidiary to be a Restricted  Subsidiary;  provided
that such  designation  shall be deemed to be an incurrence of Indebtedness by a
Restricted  Subsidiary of the Company of any  outstanding  Indebtedness  of such
Unrestricted Subsidiary and such designation shall only be permitted if (i) such
Indebtedness is permitted  under Section 4.09 hereof,  calculated on a pro forma
basis as if such  designation had occurred at the beginning of the four- quarter
reference  period and (ii) no Default or Event of Default  would be in existence
following such designation.

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

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

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

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

Section 1.02.  Other Definitions.

                                                                  Defined in
                   Term                                            Section

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

Section 1.03.  Provisions of the TIA

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

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

     "indenture securities" means the Notes;

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

     "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04.  Rules of Construction.

                  Unless the context otherwise requires:

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

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

(3)      "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01.  Form and Dating.

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

     (c)  Temporary  Global  Notes.  Notes  offered  and  sold  in  reliance  on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note,  which shall be deposited on behalf of the  purchasers of the Notes
represented  thereby with the  Trustee,  as custodian  for the  Depositary,  and
registered in the name of the  Depositary or the nominee of the  Depositary  for
the accounts of designated  agents holding on behalf of Euroclear or Cedel Bank,
duly  executed by the Company and  authenticated  by the Trustee as  hereinafter
provided.  The  Restricted  Period shall be  terminated  upon the receipt by the
Trustee of (i) a written  certificate from the Depositary,  together with copies
of certificates from Euroclear and Cedel Bank certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent
of any  beneficial  owners  thereof who acquired an interest  therein during the
Restricted  Period  pursuant to another  exemption from  registration  under the
Securities Act and who will take delivery of a beneficial  ownership interest in
a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all
as  contemplated  by  Section  2.06(a)(ii)   hereof),   and  (ii)  an  Officers'
Certificate  from the  Company.  Following  the  termination  of the  Restricted
Period,  beneficial interests in the Regulation S Temporary Global Note shall be
exchanged  for  beneficial  interests  in  Regulation  S Permanent  Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent  Global Notes,  the Trustee shall cancel the Regulation S
Temporary  Global  Note.  The  aggregate  principal  amount of the  Regulation S
Temporary  Global Note and the Regulation S Permanent Global Notes may from time
to time be  increased or  decreased  by  adjustments  made on the records of the
Trustee and the  Depositary  or its nominee,  as the case may be, in  connection
with transfers of interest as hereinafter provided.

     (d)  Euroclear  and Cedel  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 Cedel Bank"
and  "Customer  Handbook"  of Cedel Bank shall be  applicable  to  transfers  of
beneficial  interests  in  the  Regulation  S  Temporary  Global  Note  and  the
Regulation  S  Permanent  Global  Notes  that are held by  Participants  through
Euroclear or Cedel Bank.

Section 2.02.  Execution and Authentication.

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

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

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

     The  Trustee  shall,  upon a  written  order of the  Company  signed by two
Officers (an "Authentication  Order"),  authenticate Notes for original issue up
to the  aggregate  principal  amount  stated in  paragraph  4 of the Notes.  The
aggregate  principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

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

Section 2.03.  Registrar and Paying Agent.

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

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

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

Section 2.04.  Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing  that the Paying  Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of  principal,
premium 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.

     Subject to  applicable  escheat  and  abandoned  property  laws,  any money
deposited with the Trustee or any Paying Agent, or then held by the Company,  in
trust for the payment of the principal of (and premium,  if any, on) or interest
or Liquidated Damages, if any, on any Note and remaining unclaimed for two years
after such principal (and premium, if any) or interest or Liquidated Damages, if
any, has become due and payable shall be paid to the Company on Company request,
or (if then held by the Company)  shall be discharged  from such trust;  and the
Holder of such Note shall thereafter,  as an unsecured  general  creditor,  look
only to the Company for payment hereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money,  and all liability of the Company
as trustee thereof, shall thereupon cease;  provided,  however, that the Trustee
or such Paying Agent,  before being required to make any such repayment,  may at
the expense of the Company cause to be published once, in a newspaper  published
in the English  language,  customarily  published  on each  Business  Day and of
general  circulation in the Borough of Manhattan,  the City of New York,  notice
that such money remains  unclaimed  and that,  after a date  specified  therein,
which  shall  not be less than 30 days  from the date of such  publication,  any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 2.05.  Holder Lists.

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

Section 2.06.  Transfer and Exchange.

     (a)  Transfer  and  Exchange  of  Global  Notes.  A Global  Note may not be
transferred as a whole except by the Depositary to a nominee of the  Depositary,
by a nominee of the  Depositary to the  Depositary or to another  nominee of the
Depositary,  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 it is  unwilling  or  unable  to  continue  to act as
Depositary  or that it is no  longer a  clearing  agency  registered  under  the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary,  (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,  (iii) there shall have  occurred  and be
continuing  a Default  or Event of Default  or (iv) upon  request  but only upon
prior written  notice given to the Trustee by or on behalf of the Depositary and
upon  compliance  with the  other  applicable  requirements  of this  Indenture;
provided  that in no event  shall the  Regulation  S  Temporary  Global  Note be
exchanged by the Company for Definitive Notes prior to (x) the expiration of the
Restricted  Period and (y) the  receipt  by the  Registrar  of any  certificates
required  pursuant to Rule  903(c)(3)(ii)(B)  under the Securities Act. Upon the
occurrence of any of the  preceding  events in (i),  (ii),  (iii) or (iv) above,
Definitive  Notes  shall be issued in such  names and  principal  amounts as the
Depositary  shall  instruct the  Trustee.  Global Notes also may be exchanged or
replaced,  in whole or in part,  as provided in Sections  2.07 and 2.10  hereof.
Every Note  authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion  thereof,  pursuant to this  Section 2.06 or Section 2.07 or
2.10 hereof,  shall be authenticated and delivered in the form of, and shall be,
a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global Note
may be  transferred  and  exchanged as provided in Section  2.06(b),  (c) or (f)
hereof.

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

     (i) 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
Restricted Period, transfers of beneficial interests in the Temporary Regulation
S Global Note may not be made to a U.S.  Person 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 2.06(b)(i).

     (ii) All Other  Transfers and  Exchanges of Beneficial  Interests in Global
Notes.  In connection  with all transfers and exchanges of beneficial  interests
that are not  subject  to  Section  2.06(b)(i)  above,  the  transferor  of such
beneficial interest must deliver to the Registrar either (A) (1) a written order
from a  Participant  or an  Indirect  Participant  given  to the  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) a written order from a Participant or an Indirect  Participant  given
to the  Depositary in accordance  with the Applicable  Procedures  directing the
Depositary  to cause to be issued a  Definitive  Note in an amount  equal to the
beneficial interest to be transferred or exchanged and (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 (1) above;  provided that in no event shall  Definitive
Notes be issued upon the  transfer or exchange of  beneficial  interests  in the
Regulation S Temporary Global Note prior to (x) the expiration of the Restricted
Period  and  (y) the  receipt  by the  Registrar  of any  certificates  required
pursuant to Rule 903 under the Securities Act. Upon  consummation of an Exchange
Offer by the Company in accordance with Section 2.06(f) hereof, the requirements
of this Section  2.06(b)(ii) shall be deemed to have been satisfied upon receipt
by the  Registrar of the  instructions  contained  in the Letter of  Transmittal
delivered by the Holder of such  beneficial  interests in the Restricted  Global
Notes.  Upon satisfaction of all of the requirements for transfer or exchange of
beneficial  interests in Global Notes  contained in this Indenture and the Notes
or otherwise  applicable  under the Securities Act, the Trustee shall adjust the
principal  amount of the relevant  Global  Note(s)  pursuant to Section  2.06(h)
hereof.

     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person
who takes  delivery  thereof  in the form of a  beneficial  interest  in another
Restricted Global Note if the transfer complies with the requirements of Section
2.06(b)(ii) 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;

     (B) if the  transferee  will  take  delivery  in the  form of a  beneficial
interest in the  Regulation S Temporary  Global Note or the  Regulation S Global
Note,  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  transferee  will  take  delivery  in the  form of a  beneficial
interest in the IAI Global Note,  then the transferor must deliver a certificate
in the form of Exhibit B hereto,  including the  certifications and certificates
and Opinion of Counsel required by item (3) thereof.

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

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance  with  the  Registration  Rights  Agreement  and  the  holder  of the
beneficial  interest  to be  transferred,  in the  case of an  exchange,  or the
transferee,  in the case of a transfer,  certifies in the  applicable  Letter of
Transmittal  that it is not (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 Participating  Broker-Dealer pursuant to
the Exchange Offer  Registration  Statement in accordance with the  Registration
Rights Agreement;

     (D)  such  transfer  is  effected  pursuant  to an  effective  registration
statement under the Securities Act and the transferor  delivers a certificate to
the effect set forth in Exhibit B hereto,  including the  certifications in item
(3)(c) thereof; or (E) 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) 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  (E),  if the
Registrar or the Company so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form  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 (E) above at a time when an Unrestricted Global Note has not yet been issued,
the  Company  shall  issue  and,  upon  receipt  of an  Authentication  Order in
accordance with Section 2.02 hereof,  the Trustee shall authenticate one or more
Unrestricted  Global  Notes  in an  aggregate  principal  amount  equal  to  the
aggregate  principal  amount of  beneficial  interests  transferred  pursuant to
subparagraph (B) or (E) 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.

     (i)  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 an  Institutional
Accredited   Investor  in  reliance  on  an  exemption  from  the   registration
requirements  of the Securities Act other than that listed in  subparagraph  (B)
above, a certificate to the effect set forth in Exhibit B hereto,  including the
certifications,  certificates  and  Opinion of Counsel  required  by item (3)(d)
thereof, if applicable; or

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

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

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

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance  with  the  Registration  Rights  Agreement  and the  holder  of such
beneficial interest, in the case of an exchange, or the transferee,  in the case
of a transfer,  certifies in the applicable Letter of Transmittal that it is not
(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 Participating  Broker-Dealer pursuant to
the Exchange Offer  Registration  Statement in accordance with the  Registration
Rights Agreement;

     (D)  such  transfer  is  effected  pursuant  to an  effective  registration
statement under the Securities Act and the transferor  delivers a certificate to
the effect set forth in Exhibit B hereto,  including the  certifications in item
(3)(c) thereof; or

     (E) 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  (E),  if the
Registrar or the Company so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form  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.

(iii)  Beneficial   Interests  in  Unrestricted  Global  Notes  to  Unrestricted
Definitive  Notes.  If any holder of a  beneficial  interest in an  Unrestricted
Global Note proposes to exchange such beneficial  interest for a Definitive Note
or to transfer such beneficial  interest to a Person who takes delivery  thereof
in the form of a Definitive Note, then, upon  satisfaction of the conditions set
forth in Section  2.06(b)(ii)  hereof,  the Trustee  shall  cause the  aggregate
principal  amount  of the  applicable  Global  Note  to be  reduced  accordingly
pursuant  to Section  2.06(h)  hereof,  and the  Company  shall  execute and the
Trustee  shall  authenticate  and  deliver  to  the  Person  designated  in  the
instructions  a  Definitive  Note  in  the  appropriate  principal  amount.  Any
Definitive  Note issued in exchange for a beneficial  interest  pursuant to this
Section  2.06(c)(iii)  shall be  registered  in such  name or names  and in such
authorized  denomination  or  denominations  as the  holder  of such  beneficial
interest shall instruct the Registrar  through  instructions from the Depositary
and the  Participant  or Indirect  Participant.  The Trustee  shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive  Note issued in exchange for a beneficial  interest  pursuant to this
Section 2.06(c)(iii) shall not bear the Private Placement Legend.

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

     (i)  Restricted  Definitive  Notes to  Beneficial  Interests in  Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes 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 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;

     (B) 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;

     (C)  if  such  Restricted  Definitive  Note  is  being  transferred  to  an
Institutional   Accredited  Investor  in  reliance  on  an  exemption  from  the
registration  requirements  of the  Securities  Act other  than  that  listed in
subparagraph  (B)  above,  a  certificate  to the  effect set forth in Exhibit B
hereto,  including  the  certifications,  certificates  and  Opinion  of Counsel
required by item (3)(d) thereof; or

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

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

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

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of
an  exchange,  or the  transferee,  in the case of a transfer,  certifies in the
applicable  Letter  of  Transmittal  that it is not (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 Participating  Broker-Dealer pursuant to
the Exchange Offer  Registration  Statement in accordance with the  Registration
Rights Agreement;

     (D)  such  transfer  is  effected  pursuant  to an  effective  registration
statement under the Securities Act and the transferor  delivers a certificate to
the effect set forth in Exhibit B hereto,  including the  certifications in item
(3)(c) thereof; or

     (E) the Registrar receives the following:

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

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

         and,  in each  such  case set forth in this  subparagraph  (E),  if the
Registrar or the Company so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form  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.

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

(iii)  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  (ii)(B),  (ii)(E) or (iii) above
at a time when an Unrestricted  Global Note has not yet been issued, the Company
shall issue and,  upon receipt of an  Authentication  Order in  accordance  with
Section 2.02 hereof,  the Trustee shall  authenticate  one or more  Unrestricted
Global Notes in an aggregate  principal  amount equal to the principal amount of
Definitive Notes so transferred.

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

     (i)  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;

     (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.

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

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of
an  exchange,  or the  transferee,  in the case of a transfer,  certifies in the
applicable  Letter  of  Transmittal  that it is not (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 Participating Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement;

     (D)  such  transfer  is  effected  pursuant  to an  effective  registration
statement under the Securities Act and the transferor  delivers a certificate to
the effect set forth in Exhibit B hereto,  including the  certifications in item
(3)(c) thereof; or

     (E) 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  (E),  if the
Registrar or the Company so requests,  an Opinion of Counsel in form  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.

     (iii)  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 2.02,
the Trustee shall  authenticate (i) one or more Unrestricted  Global Notes in an
aggregate  principal  amount  equal to the  principal  amount of the  beneficial
interests in the Restricted Global Notes 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 (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.  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 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.

     (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.

(i)      Private Placement Legend.

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

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD,
         PLEDGED  OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN  EFFECTIVE
         REGISTRATION  STATEMENT OR IN ACCORDANCE  WITH AN APPLICABLE  EXEMPTION
         FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT (SUBJECT TO
         THE DELIVERY OF SUCH  EVIDENCE,  IF ANY REQUIRED  UNDER THIS  INDENTURE
         PURSUANT  TO WHICH  THIS NOTE IS  ISSUED)  AND IN  ACCORDANCE  WITH ANY
         APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE  UNITED  STATES OR ANY
         OTHER JURISDICTION.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
         HEREBY  NOTIFIED THAT THE SELLER MAY BE RELYING ON THE  EXEMPTION  FROM
         THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE  SECURITY  EVIDENCED  HEREBY  AGREES FOR THE BENEFIT OF THE COMPANY
         THAT (A) SUCH SECURITY MAY BE RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED
         ONLY  (1) (a) TO A  PERSON  WHO 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,
         (b) IN A  TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 144 UNDER THE
         SECURITIES  ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
         TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
         ACT OR (d) IN ACCORDANCE WITH ANOTHER  EXEMPTION FROM THE  REGISTRATION
         REQUIREMENTS  OF THE  SECURITIES  ACT (AND  BASED  UPON AN  OPINION  OF
         COUNSEL IF THE  COMPANY  SO  REQUESTS),  SUBJECT TO THE  RECEIPT BY THE
         REGISTRAR  OF A  CERTIFICATION  OF THE  TRANSFEROR  AND AN  OPINION  OF
         COUNSEL TO THE EFFECT  THAT SUCH  TRANSFER  IS IN  COMPLIANCE  WITH THE
         SECURITIES  ACT,  (2) TO THE COMPANY OR (3)  PURSUANT  TO AN  EFFECTIVE
         REGISTRATION  STATEMENT  AND,  IN EACH  CASE,  IN  ACCORDANCE  WITH ANY
         APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE  UNITED  STATES OR ANY
         OTHER  APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
         ANY OTHER  APPLICABLE  JURISDICTION  AND (B) THE  HOLDER  WILL AND EACH
         SUBSEQUENT  HOLDER IS REQUIRED TO NOTIFY ANY  PURCHASER  FROM IT OF THE
         SECURITY  EVIDENCED  HEREBY OF THE RESALE  RESTRICTION SET FORTH IN (A)
         ABOVE."

     (B)  Notwithstanding  the  foregoing,  any Global Note or  Definitive  Note
issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),  (d)(ii), (d)(iii),
(e)(ii),  (e)(iii) or (f) to this Section 2.06 (and all Notes issued in exchange
therefor or substitution thereof) shall not bear the Private Placement Legend.
(ii) Global Note Legend.  Each Global Note shall bear a legend in  substantially
the following form:

         "UNLESS THIS  CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  NEW
         YORK,  NEW  YORK,  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 IS  REQUESTED  BY AN
         AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY  PAYMENT  IS MADE TO CEDE &
         CO.,  OR TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
         REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR
         VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  TRANSFERS
         OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,  BUT NOT IN
         PART, TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH SUCCESSOR'S
         NOMINEE AND  TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED
         TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THIS
         INDENTURE REFERRED TO ON THE REVERSE HEREOF."

     (iii) Regulation S Temporary Global Note Legend. The Regulation 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 CERTIFICATED NOTES, ARE AS
SPECIFIED  IN THIS  INDENTURE  (AS DEFINED  HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL  OWNERS OF THIS REGULATION S TEMPORARY  GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

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

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

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

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

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

(v) The Company shall not be required (A) to issue,  to register the transfer of
or to exchange any Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption  under Section 3.02
hereof  and  ending at the close of  business  on the day of  selection,  (B) to
register the transfer of or to exchange any Note so selected for  redemption  in
whole or in part,  except the  unredeemed  portion of any Note being redeemed in
part or (c) to register  the  transfer of or to exchange a Note between a record
date and the next succeeding Interest Payment Date.

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

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

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

Section 2.07.  Replacement Notes

     If any mutilated  Note is surrendered to the Trustee or the Company and the
Trustee and the  Company  each  receives  evidence  to its  satisfaction  of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication  Order,  shall authenticate a replacement Note
if the requirements of this Indenture 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 2.08.    Outstanding Notes.

     The Notes  outstanding at any time are all the Notes  authenticated  by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those  reductions  in the  interest in a Global Note  effected by the Trustee in
accordance  with the provisions  hereof,  and those described in this Section as
not  outstanding.  Except as set forth in Section 2.09  hereof,  a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note;  however,  Notes held by the  Company or a  Subsidiary  of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

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

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

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

Section 2.09.    Treasury Notes.

     In  determining  whether the Holders of the  required  principal  amount of
Notes have  concurred in any  direction,  waiver or consent,  Notes owned by the
Company, or by any 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 the Trustee knows are so owned shall be so disregarded.

Section 2.10.  Temporary Notes

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

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

Section 2.11.  Cancellation.

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

Section 2.12.  Defaulted Interest.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

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

Section 3.02.  Selection of Notes to Be Redeemed

     If less than all of the Notes are to be redeemed at any time,  selection of
Notes  for  redemption  will be made  by the  Trustee  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 by such method the Trustee shall deem fair and  appropriate and otherwise
in  accordance  with  applicable  law;  provided that no Notes of $1,000 or less
shall be  redeemed  in part.  In the event of  partial  redemption  by lot,  the
particular  Notes to be redeemed shall be selected,  unless  otherwise  provided
herein,  not less than 30 nor more than 60 days prior to the redemption  date by
the Trustee from the outstanding Notes not previously called for redemption.

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

Section 3.03.  Notice of Redemption

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

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

     (a) the redemption date;

     (b) the redemption price;

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

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

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

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

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

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

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

Section 3.04.  Effect of Notice of Redemption

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption  price;  provided,  however,  that the failure to provide
such notice shall not affect the liability of the Company to pay the  redemption
price. A notice of redemption may not be conditional.
Section 3.05.  Deposit of Redemption Price

     On or before 11:00 a.m.  Eastern time, on the redemption  date, the Company
shall deposit with the Trustee or with the Paying Agent money  sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall  promptly  return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts  necessary to pay the redemption  price of, and accrued interest on,
all Notes to be redeemed.

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

Section 3.06.  Notes Redeemed in Part.

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

Section 3.07.  Optional Redemption.

     (a) Except as set forth in clause (b) of this Section 3.07,  the Notes will
not be redeemable at the  Company's  option prior to April 1, 2003.  Thereafter,
the  Notes  will be  subject  to  redemption  at any time at the  option  of the
Company,  in  whole or in part,  upon  not less  than 30 nor more  than 60 days'
notice,  at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated  Damages thereon
to the applicable  redemption date, if redeemed during the  twelve-month  period
beginning on April 1 of the years indicated below:

     Year                                                            Percentage

 2003...................................................................104.375%
 2004...................................................................102.917%
 2005...................................................................101.458%
 2006 and thereafter....................................................100.000%

     (b)  Notwithstanding  the provisions of clause (a) of this Section 3.07, at
any time on or before  April 1, 2001,  the  Company  may redeem up to 35% of the
aggregate  principal amount of Notes originally issued under this Indenture at a
redemption  price of 108.75% of the principal  amount thereof,  plus accrued and
unpaid interest and Liquidated Damages thereon,  if any, to the redemption date,
with the net cash  proceeds to the Company of one or more  public  offerings  of
common stock; provided that at least $65.0 million in aggregate principal amount
of Notes remain outstanding  immediately after the occurrence of such redemption
(excluding Notes held by the Company or any of its Subsidiaries);  and provided,
further,  that such  redemption  shall  occur  within 90 days of the date of the
closing of such public offering.

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

Section 3.08.  Mandatory Redemption.

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

Section 3.09.  Offer to Purchase by Application of Excess Proceeds.

     In the event that,  pursuant to Section 4.10 hereof,  the Company  shall be
required  to  commence  an Asset Sale  Offer,  it shall  follow  the  procedures
specified below.

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

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

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

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

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

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

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

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

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

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

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

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

     On or before the Purchase Date,  the Company  shall,  to the extent lawful,
accept  for  payment,  on a pro rata basis to the  extent  necessary,  the Offer
Amount of Notes or portions thereof  tendered  pursuant to the Asset Sale Offer,
or if less than the Offer  Amount has been  tendered,  all Notes  tendered,  and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company,  the Depositary or the Paying Agent, as
the case may be, shall  promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each  tendering  Holder an amount equal to
the  purchase  price of the Notes  tendered by such  Holder and  accepted by the
Company for purchase,  and the Company shall  promptly issue a new Note, and the
Trustee,  upon written request from the Company shall  authenticate  and mail or
deliver  such  new  Note to such  Holder,  in a  principal  amount  equal to any
unpurchased  portion of the Note surrendered.  Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder  thereof.  The Company
shall  publicly  announce the results of the Asset Sale Offer on or prior to the
Purchase  Date.  The Company  shall comply with the  requirements  of Rule 14e-1
under the Exchange Act and any other securities laws and regulations  thereunder
to the extent such laws and  regulations  are applicable in connection  with the
repurchase  of Notes in  connection  with an Asset Sale Offer and, to the extent
inconsistent  with the provisions of this  Indenture,  such laws and regulations
shall govern.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01.  Payment of Notes.

     The Company  shall pay or cause to be paid the principal  of,  premium,  if
any,  and  interest on the Notes on the dates and in the manner  provided in the
Notes. Principal,  premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds (in New York, New York, or as otherwise  specified by the Paying Agent) as
of 11:00 a.m.  Eastern  Time on the due date money  deposited  by the Company in
immediately  available  funds  and  designated  for  and  sufficient  to pay all
principal,  premium,  if any, and interest  then due. The Company  shall pay all
Liquidated  Damages,  if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

     If an Event of Default has occurred and is  continuing,  the Company  shall
pay  interest  (including  post-petition  interest in any  proceeding  under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Notes to the extent lawful; it shall
pay  interest  (including  post-petition  interest in any  proceeding  under any
Bankruptcy  Law) on overdue  installments  of interest  and  Liquidated  Damages
(without  regard to any applicable  grace period) at the same rate to the extent
lawful.

Section 4.02.  Maintenance of Office or Agency.

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

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

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

Section 4.03.  Reports.

     (a)  Whether or not  required by the rules and  regulations  of the SEC, so
long as any Notes are outstanding,  the Company shall furnish to the Trustee and
the Holders of Notes (i) all quarterly  and annual  financial  information  that
would be  required  to be  contained  in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such forms,  including a "Management's
Discussion and Analysis of Financial  Condition and Results of Operations"  and,
with respect to the annual  information  only, a report thereon by the Company's
certified  independent  accountants  and (ii) all current  reports that would be
required  to be filed with the SEC on Form 8-K if the Company  were  required to
file such reports,  in each case, within the time periods specified in the SEC's
rules and  regulations.  In  addition,  following  consummation  of the Exchange
Offer,  whether or not  required by the rules and  regulations  of the SEC,  the
Company shall file a copy of all such  information  and reports with the SEC for
public  availability  within the time  periods  specified in the SEC's rules and
regulations  (unless  the SEC will  not  accept  such a  filing)  and make  such
information  available to securities  analysts and  prospective  investors  upon
request. The Company shall at all times comply with TIA ss. 314(a).

     (b)  For so long as any  Notes  remain  outstanding,  the  Company  and the
Subsidiary Guarantors shall furnish to the Holders and to prospective investors,
upon their request,  the information  required to be delivered  pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.04.  Compliance Certificate.

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

     (b) So long as not  contrary  to the then  current  recommendations  of the
American Institute of Certified Public  Accountants,  the Officers'  Certificate
delivered  pursuant to Section  4.04(a) above shall be  accompanied by a written
statement of the Company's  independent  public accountants (who shall be a firm
of established national reputation) that in making the examination necessary for
certification of such financial statements,  nothing has come to their attention
that would lead them to believe that the Company has violated any  provisions of
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying
the  nature and  period of  existence  thereof,  it being  understood  that such
accountants  shall not be liable  directly or  indirectly  to any Person for any
failure to obtain knowledge of any such violation.

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

Section 4.05.  Taxes.

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

Section 4.06.  Stay, Extension and Usury Laws.

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

Section 4.07.  Restricted Payments.

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

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

     (b) the Company  would,  at the time of such  Restricted  Payment and after
giving pro forma effect thereto as if such  Restricted  Payment had been made at
the beginning of the  applicable  four-quarter  period,  have been  permitted to
incur at least $1.00 of  additional  Indebtedness  pursuant to the Fixed  Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; and
 
     (c) such  Restricted  Payment,  together with the  aggregate  amount of all
other  Restricted  Payments made by the Company and its Restricted  Subsidiaries
after the date of this Indenture  (excluding  Restricted  Payments  permitted by
clauses (ii), (iii) and (iv) of the next succeeding paragraph), is less than the
sum,  without  duplication,  of (i) 50% of the  Consolidated  Net  Income of the
Company for the period  (taken as one  accounting  period) from the beginning of
the first fiscal quarter  commencing after the date of this Indenture to the end
of the Company's most recently ended fiscal quarter for which internal financial
statements  are  available at the time of such  Restricted  Payment (or, if such
Consolidated  Net  Income  for  such  period  is a  deficit,  less  100% of such
deficit),  plus (ii) 100% of the  aggregate  net cash  proceeds  received by the
Company since the date of this Indenture as a contribution  to its common equity
capital or from the issue or sale of Equity Interests of the Company (other than
Disqualified  Stock)  or from the  issue or sale of  Disqualified  Stock or debt
securities of the Company that have been  converted  into such Equity  Interests
(other  than  Equity  Interests  (or  Disqualified  Stock  or  convertible  debt
securities) sold to a Subsidiary of the Company),  plus (iii) to the extent that
any Restricted Investment that was made after the date of this Indenture is sold
for cash and Cash  Equivalents  or otherwise  liquidated  or repaid for cash and
Cash  Equivalents,  the lesser of (A) the cash return of capital with respect to
such Restricted  Investment  (less the cost of disposition,  if any) and (B) the
initial amount of such Restricted  Investment,  plus (iv) to the extent that any
Unrestricted  Subsidiary is  redesignated as a Restricted  Subsidiary  after the
Issue Date not in violation of this  Indenture the lesser of (A) the fair market
value of the Investment of the Company and its Restricted  Subsidiaries  in such
Subsidiary as of the date of such redesignation or (B) such fair market value as
of  the  date  on  which  such  Subsidiary  was  originally   designated  as  an
Unrestricted Subsidiary, plus (v) $15.0 million.

     The foregoing  provisions will not prohibit (i) the payment of any dividend
within  60 days  after  the  date of  declaration  thereof,  if at said  date of
declaration  such  payment  would  have  complied  with the  provisions  of this
Indenture;  (ii) the  redemption,  repurchase,  retirement,  defeasance or other
acquisition of any subordinated  Indebtedness or Equity Interests of the Company
in  exchange  for,  or out of the net  cash  proceeds  of (x) the  substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of, other
Equity  Interests of the Company  (other than any  Disqualified  Stock) or (y) a
substantially  concurrent  contribution  of cash  to the  common  equity  of the
Company;  provided  that the  amount  of any such  net  cash  proceeds  that are
utilized for any such redemption,  repurchase,  retirement,  defeasance or other
acquisition  shall be excluded from clause (c) (ii) of the preceding  paragraph;
(iii)  the   defeasance,   redemption,   repurchase  or  other   acquisition  of
subordinated  Indebtedness  with the net cash  proceeds  from an  incurrence  of
Permitted  Refinancing  Indebtedness;  (iv) the  payment  of any  dividend  by a
Restricted  Subsidiary  of the  Company  to the  holders  of its  common  Equity
Interests  on a pro rata  basis;  and (v) the  repurchase,  redemption  or other
acquisition or retirement for value of any Equity  Interests of the Company held
by any  member  of the  Company's  (or  any  of  its  Restricted  Subsidiaries')
management  (or any estate,  heir or legatee of any such member);  provided that
the aggregate price paid for all such purchased,  redeemed,  acquired or retired
Equity  Interests  shall not exceed $250,000 in any  twelve-month  period and no
Default or Event of Default shall have  occurred and be  continuing  immediately
after such transaction.

     The Board of Directors  may designate  any  Restricted  Subsidiary to be an
Unrestricted  Subsidiary  if such  designation  would not cause a  Default.  For
purposes  of making  such  determination,  all  outstanding  Investments  by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated will be deemed to be Restricted Payments or, at the
election  of the  Company  Permitted  Investments  (if in  compliance  with such
definition) at the time of such designation and will reduce the amount available
for Restricted  Payments under the first paragraph of this covenant or Permitted
Investments as applicable.  All such  outstanding  Investments will be deemed to
constitute  Investments  in an  amount  equal to the fair  market  value of such
Investments  at the time of such  designation.  Such  designation  will  only be
permitted if such Restricted  Payment or Permitted  Investments,  as applicable,
would be  permitted  at such time and if such  Restricted  Subsidiary  otherwise
meets the definition of an Unrestricted Subsidiary.

     The amount of all Restricted  Payments  (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed  to be  transferred  or  issued  by  the  Company  or  such  Restricted
Subsidiary,  as the case may be,  pursuant to the Restricted  Payment.  The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors  whose  resolution  with respect  thereto shall be delivered to the
Trustee,  such  determination to be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if such
fair market value  exceeds $5.0  million.  Not later than the date of making any
Restricted  Payment,  the  Company  shall  deliver to the  Trustee an  Officers'
Certificate  stating that such Restricted Payment is permitted and setting forth
the basis  upon  which  the  calculations  required  by this  Section  4.07 were
computed,  together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section   4.08.  Dividend  and  Other   Payment   Restrictions   Affecting
                 Subsidiaries.

     The  Company  shall  not,  and  shall  not  permit  any of  its  Restricted
Subsidiaries to, directly or indirectly,  create or otherwise cause or suffer to
exist or become  effective any  encumbrance or restriction on the ability of any
Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to
the Company or any of its  Restricted  Subsidiaries  (1) on its Capital Stock or
(2) with respect to any other interest or participation  in, or measured by, its
profits,  or  (b)  pay  any  indebtedness  owed  to  the  Company  or any of its
Restricted  Subsidiaries,  (ii) make loans or  advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the  Company  or any of its  Restricted  Subsidiaries.  However,  the  foregoing
restrictions  shall not apply to encumbrances or restrictions  existing under or
by  reason  of (a)  Existing  Indebtedness  as in  effect  on the  date  of this
Indenture,  (b) this  Indenture  and the  Notes,  (c)  applicable  law,  (d) any
instrument  governing  Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted  Subsidiaries  as in effect at the time of such
acquisition  (except to the extent such  Indebtedness was incurred in connection
with or in contemplation of such acquisition),  which encumbrance or restriction
is not  applicable  to any Person,  or the  properties  or assets of any Person,
other than the Person,  or the  property or assets of the Person,  so  acquired,
provided that, in the case of Indebtedness,  such  Indebtedness was permitted by
the  terms  of this  Indenture  to be  incurred,  (e)  customary  non-assignment
provisions  in  leases  and  licenses  entered  into in the  ordinary  course of
business and consistent with past practices,  (f) purchase money obligations for
property acquired in the ordinary course of business that impose restrictions of
the nature described in clause (iii) above on the property so acquired,  (g) any
agreement  for the sale of a Restricted  Subsidiary  or an asset that  restricts
distributions  by that Restricted  Subsidiary or transfers of such asset pending
its sale, (h) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements  governing such Permitted  Refinancing  Indebtedness
are  no  more  restrictive,  taken  as a  whole,  than  those  contained  in the
agreements  governing the  Indebtedness  being  refinanced  (whether or not such
prior  agreements  remain  outstanding),   (i)  secured  Indebtedness  otherwise
permitted to be incurred  pursuant to the provisions of Section 4.12 hereof that
limit  the  right  of  the  debtor  to  dispose  of  the  assets  securing  such
Indebtedness,  (j)  customary  provisions  in  partnership  agreements,  limited
liability company organizational governance documents,  joint venture agreements
and other similar  agreements  entered into in the ordinary  course of business,
(k)  restrictions  on cash or other  deposits or net worth  imposed by customers
under  contracts  entered  into in the  ordinary  course of business and (l) the
Senior  Credit  Facility  as in  effect  from  time to time,  provided  that the
restrictions  contained therein shall be no more restrictive,  taken as a whole,
than those  contained  in the Senior  Credit  Facility as in effect on the Issue
Date.

Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise  become directly or indirectly  liable,  contingently or otherwise,
with respect to  (collectively,  "incur") any Indebtedness  (including  Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its  Subsidiaries  to issue any  shares  of  preferred  stock;  provided,
however,  that the Company may incur Indebtedness  (including Acquired Debt), or
issue  shares of  Disqualified  Stock and the  Subsidiary  Guarantors  may incur
Indebtedness or issue preferred stock if the Fixed Charge Coverage Ratio for the
Company's  most  recently  ended four full fiscal  quarters  for which  internal
financial statements are available  immediately preceding the date on which such
additional  Indebtedness  is incurred or such  Disqualified  Stock or  preferred
stock is issued  would  have been at least 2.5 to 1,  determined  on a pro forma
basis (including a pro forma application of the net proceeds  therefrom),  as if
the additional  Indebtedness  had been incurred,  or the  Disqualified  Stock or
preferred  stock had been issued,  as the case may be, at the  beginning of such
four-quarter period.

                  The foregoing  provisions  will not apply to the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

     (i)  the  incurrence  by  the  Company  or  the  Subsidiary  Guarantors  of
Indebtedness  (including letters of credit,  with letters of credit being deemed
to have a principal  amount  equal to the  maximum  potential  liability  of the
Company and its  Restricted  Subsidiaries  thereunder)  under the Senior  Credit
Facility;  provided  that the  aggregate  principal  amount of all  Indebtedness
(including letters of credit) outstanding under the Senior Credit Facility after
giving  effect to such  incurrence  does not  exceed  an amount  equal to $100.0
million less the aggregate  amount of all Net Proceeds of Asset Sales applied to
permanently repay any such Indebtedness pursuant to Section 4.10 hereof;

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

     (iii) the  incurrence  by the Company of  Indebtedness  represented  by the
Notes and the Exchange Notes and the incurrence by the Subsidiary  Guarantors of
Indebtedness represented by the Subsidiary Guarantees;

     (iv) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness  represented by Capital Lease Obligations,  mortgage  financings or
purchase money  obligations,  in each case incurred for the purpose of financing
all or any part of the purchase price or cost of  construction or improvement of
property,  plant  or  equipment  used in the  business  of the  Company  or such
Subsidiary,  in an aggregate  principal amount not to exceed $5.0 million at any
time outstanding;

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

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

     (vii) the  incurrence  by the Company or a Subsidiary  Guarantor of Hedging
Obligations that are incurred for the purpose of fixing or hedging interest rate
risk with respect to any  floating  rate  Indebtedness  that is permitted by the
terms of this Indenture to be outstanding;

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

     (ix) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness  in connection  with the acquisition by the Company or a Restricted
Subsidiary  of  assets  or a  new  Restricted  Subsidiary;  provided  that  such
Indebtedness  was incurred by the prior owner of such assets or such  Restricted
Subsidiary prior to such  acquisition by the Company or a Restricted  Subsidiary
and  was  not  incurred  in  connection  with,  or  in  contemplation  of,  such
acquisition by the Company or a Restricted Subsidiary; and provided further that
the principal  amount of such  Indebtedness  does not exceed $5.0 million at any
time outstanding;

     (x) the incurrence by the Company or any of its Restricted  Subsidiaries of
additional  Indebtedness in an aggregate principal amount (or accreted value, as
applicable)  at  any  time  outstanding,  including  all  Permitted  Refinancing
Indebtedness incurred to refund,  refinance or replace any Indebtedness incurred
pursuant to this clause (x), not to exceed $10.0 million; and

     (xi)  the  incurrence  by  the  Company's   Unrestricted   Subsidiaries  of
Non-Recourse Debt, provided, however, that if any such Indebtedness ceases to be
Non-Recourse Debt of an Unrestricted  Subsidiary,  such event shall be deemed to
constitute  an  incurrence  of  Indebtedness  by a Restricted  Subsidiary of the
Company that was not permitted by this clause (xi).

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

Section 4.10.  Asset Sales

                  The  Company  shall  not,  and  shall  not  permit  any of its
Restricted  Subsidiaries to, consummate an Asset Sale unless (i) the Company (or
the Restricted  Subsidiary,  as the case may be) receives  consideration  at the
time of such Asset Sale at least equal to the fair market value  (evidenced by a
resolution  of the  Board of  Directors  set forth in an  Officers'  Certificate
delivered  to the Trustee) of the assets or Equity  Interests  issued or sold or
otherwise  disposed  of and  (ii) at  least  75% of the  consideration  therefor
received by the Company or such Restricted Subsidiary is in the form of cash and
Cash  Equivalents;  provided that the amount of (x) any liabilities (as shown on
the Company's or such Restricted Subsidiary's most recent balance sheet), of the
Company or any Restricted  Subsidiary  (other than  contingent  liabilities  and
liabilities  that are by their terms  subordinated to the Notes or any guarantee
thereof)  that are assumed by the  transferee  of any such assets  pursuant to a
customary  novation  agreement  that  releases  the  Company or such  Restricted
Subsidiary  from  further  liability  and (y) any  securities,  notes  or  other
obligations received by the Company or any such Restricted  Subsidiary from such
transferee that are  contemporaneously  (subject to ordinary settlement periods)
converted  by the  Company  or  such  Restricted  Subsidiary  into  cash or Cash
Equivalents (to the extent of the cash and Cash Equivalents received),  shall be
deemed to be cash for purposes of this provision.

                  Within 360 days after the receipt of any Net Proceeds  from an
Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to repay
Senior Debt of the Company or a Subsidiary Guarantor,  (b) to the acquisition of
a  majority  of the assets of, or a  majority  of the Voting  Stock of,  another
Permitted  Business,  the making of a capital  expenditure or the acquisition of
other long-term assets that are used or useful in a Permitted Business or (c) to
the acquisition by the Company or a Restricted Subsidiary of Equity Interests in
any Restricted Subsidiary of the Company,  which Equity Interests are owned by a
Person other than the Company or an Affiliate of the Company.  Pending the final
application  of any  such Net  Proceeds,  the  Company  may  temporarily  reduce
revolving credit  borrowings or otherwise invest such Net Proceeds in any manner
that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that
are not applied or invested as provided in the first  sentence of this paragraph
will be deemed to constitute  "Excess  Proceeds."  When the aggregate  amount of
Excess  Proceeds  exceeds $5.0 million,  the Company will be required to make an
offer to all Holders of Notes and all holders of other  Indebtedness  containing
provisions  similar to those set forth in this  Indenture with respect to offers
to  purchase  or redeem  with the  proceeds  of sales of assets (an "Asset  Sale
Offer")  to  purchase  the  maximum  principal  amount of Notes  and such  other
Indebtedness that may be purchased out of the Excess Proceeds, at an offer price
in cash in an amount equal to 100% of the principal  amount thereof plus accrued
and unpaid  interest  and  Liquidated  Damages  thereon,  if any, to the date of
purchase, in accordance with the procedures set forth in this Indenture and such
other  Indebtedness.  To the  extent  that  any  Excess  Proceeds  remain  after
consummation  of an Asset Sale Offer,  the Company may use such Excess  Proceeds
for any purpose not  otherwise  prohibited by this  Indenture.  If the aggregate
principal amount of Notes and such other  Indebtedness  tendered into such Asset
Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds,
the Trustee shall select the Notes and such other  Indebtedness  to be purchased
on a pro rata basis.  Upon  completion of such offer to purchase,  the amount of
Excess Proceeds shall be reset at zero. Certain procedures  regarding Asset Sale
Offers are set forth in Section 3.09 hereof.

Section 4.11.  Transactions with Affiliates.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Restricted  Subsidiaries  to, make any payment to, or sell,  lease,  transfer or
otherwise  dispose  of any of its  properties  or  assets  to, or  purchase  any
property  or  assets  from,  or  enter  into or make or amend  any  transaction,
contract, agreement,  understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each of the foregoing,  an "Affiliate  Transaction"),
unless (i) such Affiliate  Transaction is on terms that are no less favorable to
the Company or the  relevant  Restricted  Subsidiary  than those that would have
been  obtained in a  comparable  transaction  by the Company or such  Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee
(a) with respect to any  Affiliate  Transaction  or series of related  Affiliate
Transactions  involving  aggregate  consideration  in excess of $1.0 million,  a
resolution  of the  Board of  Directors  set forth in an  Officers'  Certificate
certifying  that such Affiliate  Transaction  complies with clause (i) above and
that  such  Affiliate  Transaction  has  been  approved  by a  majority  of  the
disinterested  members  of the Board of  Directors  and (b) with  respect to any
Affiliate  Transaction  or series of related  Affiliate  Transactions  involving
aggregate consideration in excess of $5.0 million, an opinion as to the fairness
to the Holders of such  Affiliate  Transaction  from a  financial  point of view
issued by an  accounting,  appraisal  or  investment  banking  firm of  national
standing. Notwithstanding the foregoing, the following items shall not be deemed
to be Affiliate  Transactions:  (i) any employment agreement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business
and  consistent  with  the  past  practice  of the  Company  or such  Restricted
Subsidiary; (ii) transactions between or among the Company and/or its Restricted
Subsidiaries;  (iii) payment of reasonable directors fees to Persons who are not
otherwise  Affiliates of the Company;  and (iv) Restricted  Payments (other than
Restricted  Investments) that are permitted by Section 4.07 hereof and Permitted
Investments described in clause (g) of the definition thereof.

Section 4.12.  Liens.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Subsidiaries  to,  directly or indirectly,  create,  incur,  assume or suffer to
exist any Lien securing Indebtedness or trade payables on any asset now owned or
hereafter  acquired,  or any income or profits therefrom or assign or convey any
right to receive income therefrom,  except Permitted Liens,  unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the Indebtedness so secured until such time as such is no longer secured by
a  Lien;   provided  that  if  such  Indebtedness  is  by  its  terms  expressly
subordinated  to the Notes or any Subsidiary  Guarantee,  the Lien securing such
Indebtedness  shall be subordinate and junior to the Lien securing the Notes and
the Subsidiary Guarantees with the same relative priority as such subordinate or
junior  Indebtedness  shall have with  respect  to the Notes and the  Subsidiary
Guarantees.

Section 4.13.  Business Activities.

                  The  Company  shall not,  and shall not permit any  Restricted
Subsidiary to, engage in any business other than Permitted Businesses, except to
such  extent  as  would  not be  material  to the  Company  and  its  Restricted
Subsidiaries taken as a whole.

Section 4.14.  Corporate Existence.

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

Section 4.15.   Offer to Repurchase Upon Change of Control.

(a) Upon the  occurrence of a Change of Control,  each Holder of Notes will have
the right to require the Company to repurchase  all or any part (equal to $1,000
or an integral  multiple  thereof) of such Holder's  Notes pursuant to the offer
described  below (the "Change of Control Offer") at an offer price in cash equal
to 101% of the  aggregate  principal  amount  thereof  plus  accrued  and unpaid
interest and Liquidated  Damages  thereon,  if any, to the date of purchase (the
"Change of Control  Payment").  Within 30 days  following any Change of Control,
the Company shall mail a notice to each Holder  stating:  (1) that the Change of
Control  Offer is being made  pursuant to this  Section  4.15 and that all Notes
tendered will be accepted for payment;  (2) the purchase  price and the purchase
date,  which shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the "Change of Control Payment Date");  (3) that any
Note not tendered will continue to accrue interest; (4) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted for
payment  pursuant to the Change of Control Offer shall cease to accrue  interest
after the Change of Control Payment Date; (5) that Holders  electing to have any
Notes  purchased  pursuant  to a Change of  Control  Offer will be  required  to
surrender the Notes, with the form entitled "Option of Holder to Elect Purchase"
on the  reverse  of the Notes  completed,  to the  Paying  Agent at the  address
specified in the notice prior to the expiration of the Change of Control Payment
Offer;  (6) that  Holders  will be entitled to  withdraw  their  election if the
Paying Agent  receives,  not later than the  expiration of the Change of Control
Payment Offer, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder,  the principal  amount of Notes  delivered for purchase,
and a statement that such Holder is  withdrawing  his election to have the Notes
purchased;  and (7) that Holders  whose Notes are being  purchased  only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes  surrendered,  which  unpurchased  portion  must be equal to $1,000 in
principal amount or an integral multiple thereof.  The Company shall comply with
the  requirements of Rule 14e-1 under the Exchange Act and any other  securities
laws and  regulations  thereunder  to the extent such laws and  regulations  are
applicable in  connection  with the  repurchase  of Notes in  connection  with a
Change of Control and, to the extent  inconsistent  with the  provisions of this
Indenture, such laws and regulations shall govern.

(b) On the Change of Control  Payment  Date,  the Company  shall,  to the extent
lawful,  (1) accept for payment all Notes or portions thereof properly  tendered
pursuant to the Change of Control  Offer,  (2) deposit  with the Paying Agent an
amount  equal to the  Change  of  Control  Payment  in  respect  of all Notes or
portions  thereof so tendered  and (3) deliver or cause to be  delivered  to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate  principal  amount of Notes or portions thereof being purchased by the
Company.  The  Paying  Agent  shall  promptly  mail to each  Holder  of Notes so
tendered  the Change of Control  Payment for such Notes,  and the Trustee  shall
promptly  authenticate  and mail (or cause to be  transferred  by book entry) to
each Holder a new Note equal in principal  amount to any unpurchased  portion of
the Notes  surrendered,  if any;  provided  that each such new Note will be in a
principal amount of $1,000 or an integral multiple  thereof.  Prior to complying
with the  provisions  of this  Section  4.15,  but in any  event  within 90 days
following a Change of Control,  the Company  shall either repay all  outstanding
Senior  Debt or obtain the  requisite  consents,  if any,  under all  agreements
governing  outstanding Senior Debt to permit the repurchase of Notes required by
this Section 4.15. The Company shall publicly announce the results of the Change
of  Control  Offer on or as soon as  practicable  after the  Change  of  Control
Payment Date.

     (c) The Company  shall not be  required  to make a Change of Control  Offer
upon a Change of Control if a third party  makes the Change of Control  Offer in
the manner,  at the times and otherwise in compliance with the  requirements set
forth in this  Indenture  applicable  to a Change of  Control  Offer made by the
Company and purchases all Notes  validly  tendered and not withdrawn  under such
Change of Control Offer.

Section 4.16.   Limitation on Other Senior Subordinated Debt.

                  Neither the Company nor a Subsidiary Guarantor shall incur, or
permit to remain  outstanding,  any  Indebtedness  (including  Acquired Debt and
Permitted  Debt)  other  than the  Notes  or the  Subsidiary  Guarantee  of such
Subsidiary  Guarantor,  as the case  may be,  that is  subordinated  in right of
payment to any  Indebtedness,  unless such Indebtedness is either (i) pari passu
with the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor,  as the
case  may  be,  pursuant  to   subordination   provisions   (including   related
definitions)  substantially similar to those contained herein (which provide for
the  subordination of such  Indebtedness to substantially the same extent as the
Notes and the Subsidiary  Guarantees are  subordinated  to Senior Debt), or (ii)
subordinated in right of payment to the Notes and the Subsidiary Guarantees,  as
the case may be.

Section 4.17.   Sale and Leaseback Transactions.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Restricted  Subsidiaries  to,  enter  into any sale and  leaseback  transaction;
provided that the Company and its Restricted  Subsidiaries may enter into a sale
and leaseback transaction if (i) the Company or such Restricted  Subsidiary,  as
the case may be, could have (a) incurred  Indebtedness in an amount equal to the
Attributable  Debt  relating  to such sale and  leaseback  transaction  pursuant
Section 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant
to Section 4.12 hereof,  (ii) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the fair market value (which, if such proceeds
exceed $1.0 million, shall be determined in good faith by the Board of Directors
and set forth in an  Officers'  Certificate  delivered  to the  Trustee)  of the
property  that is the subject of such sale and leaseback  transaction  and (iii)
the transfer of assets in such sale and leaseback  transaction  is permitted by,
and the Company  applies the proceeds of such  transaction  in compliance  with,
Section 4.10 hereof.

Section 4.18.   Limitation on Issuances and Sales of Equity Interests in Wholly
                Owned Subsidiaries.

                  The  Company  (i) shall  not,  and shall not permit any Wholly
Owned Restricted Subsidiary of the Company to, transfer,  convey, sell, lease or
otherwise  dispose  of any  Equity  Interests  in any  Wholly  Owned  Restricted
Subsidiary  of the  Company to any Person  (other  than the  Company or a Wholly
Owned  Restricted  Subsidiary  of  the  Company),   unless  (a)  such  transfer,
conveyance,  sale, lease or other  disposition is of all the Equity Interests in
such Wholly Owned Restricted  Subsidiary and (b) the cash Net Proceeds from such
transfer, conveyance, sale, lease or other disposition are applied in accordance
with Section  4.10 hereof and (ii) will not permit any Wholly  Owned  Restricted
Subsidiary of the Company to issue any of its Equity  Interests  (other than, if
necessary,  shares  of its  Capital  Stock  constituting  directors'  qualifying
shares) to any Person  other than to the  Company or a Wholly  Owned  Restricted
Subsidiary of the Company.  For purposes of this Section 4.18,  the grant of any
Lien permitted to be incurred under this Indenture (and any foreclosure  thereon
conducted  in a  commercially  reasonable  manner)  shall be deemed  not to be a
transfer, conveyance, sale, lease or other disposition.

Section 4.19.   Payments for Consent.

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

Section 4.20.   Guarantees of Certain Indebtedness

                  (i) The  Company  shall not permit any  Restricted  Subsidiary
that is not a  Subsidiary  Guarantor to incur,  Guarantee or secure  through the
granting  of Liens the payment of any  Indebtedness  of the Company or any other
Restricted Subsidiary and (ii) the Company shall not and shall not permit any of
its  Restricted  Subsidiaries  to pledge  any  intercompany  notes  representing
obligations of any of its Restricted Subsidiaries,  to secure the payment of any
Indebtedness  of the Company or any other  Restricted  Subsidiary,  in each case
unless  such  Subsidiary,  the  Company  and the  Trustee  execute and deliver a
supplemental  indenture,   substantially  in  the  form  of  Exhibit  F  hereto,
evidencing   such   Subsidiary's   Subsidiary   Guarantee   (providing  for  the
unconditional Guarantee by such Restricted Subsidiary,  on a senior subordinated
basis, of the Notes).

                  Notwithstanding the foregoing, any Subsidiary Guarantee issued
pursuant to this Section 4.20 by any  Restricted  Subsidiary  may provide by its
terms  that it shall be  automatically  and  unconditionally  released  upon the
release  or  discharge  of the  incurrence,  Guarantee  or grant  of Lien  which
required  the  issuance of such  Subsidiary  Guarantee  under this  Section 4.20
(other  than a release  or  discharge  by or as a result of  payment  under such
Guarantee);  provided  that such release  shall be deemed to be an incurrence by
such  Restricted  Subsidiary of all its outstanding  Indebtedness  and Liens and
such release shall only be permitted if before and after giving pro forma effect
to such release (i) all such  Indebtedness  and such Liens would be permitted to
be incurred by such Restricted Subsidiary under this Indenture as of the time of
such release and (ii) no Default or Event of Default  shall have occurred and is
continuing.

Section 4.21.   Subsidiary Guarantors

                  The  Company   shall  cause  each  wholly   owned   Restricted
Subsidiary  (other  than  Not-for-Profit  Subsidiaries)  to become a  Subsidiary
Guarantor.



                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.   Merger, Consolidation or Sale of Assets.

                  The  Company  shall  not  consolidate  or  merge  with or into
(whether  or not the Company is the  surviving  corporation),  or sell,  assign,
transfer,  lease, convey or otherwise dispose of all or substantially all of its
properties  or  assets  in  one  or  more  related   transactions,   to  another
corporation,   Person  or  entity  unless  (i)  the  Company  is  the  surviving
corporation  or the  entity  or the  Person  formed  by or  surviving  any  such
consolidation  or merger  (if other  than the  Company)  or to which  such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia;  (ii) the entity or Person formed
by or surviving any such  consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other  disposition  shall have been made assumes all the  obligations  of the
Company under the Registration  Rights  Agreement,  the Notes and this Indenture
pursuant to a supplemental  indenture in a form  reasonably  satisfactory to the
Trustee; (iii) immediately after such transaction no Default or Event of Default
exists;  and (iv) except in the case of a merger of the  Company  with or into a
Wholly Owned Restricted  Subsidiary of the Company, the Company or the entity or
Person  formed by or surviving any such  consolidation  or merger (if other than
the Company), or to which such sale, assignment,  transfer, lease, conveyance or
other  disposition  shall  have been made (A) will have  Consolidated  Net Worth
immediately  after the transaction equal to or greater than the Consolidated Net
Worth of the Company immediately  preceding the transaction and (B) will, at the
time of such  transaction  and after giving pro forma effect  thereto as if such
transaction had occurred at the beginning of the applicable four-quarter period,
be permitted to incur at least $1.00 of additional  Indebtedness pursuant to the
Fixed  Charge  Coverage  Ratio test set forth in the first  paragraph of Section
4.09 hereof.

Section 5.02.   Successor Corporation Substituted.

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


                                   ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.   Events of Default.

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

     (a)  default  for 30  days in the  payment  when  due of  interest  on,  or
Liquidated  Damages with  respect to, the Notes  (whether or not  prohibited  by
Article 10 of this Indenture);

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

     (c)  failure by the Company or any of its  Subsidiaries  to comply with the
provisions of Sections 4.07, 4.09, 4.10 or 4.15 hereof;

     (d) failure by the  Company or any of its  Restricted  Subsidiaries  for 60
days after notice to comply with any of its other  agreements in this  Indenture
or the Notes;

(e) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any  Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which  is  guaranteed  by the  Company  or any of its  Restricted  Subsidiaries)
whether such  Indebtedness or guarantee now exists, or is created after the date
of this Indenture,  which default (i) is caused by a failure to pay principal of
or premium,  if any, or interest on such Indebtedness prior to the expiration of
the grace period  provided in such  Indebtedness  on the date of such default (a
"Payment  Default") or (ii)  results in the  acceleration  of such  Indebtedness
prior to its express  maturity and, in each case,  the  principal  amount of any
such  Indebtedness,  together  with  the  principal  amount  of any  other  such
Indebtedness  under  which there has been a Payment  Default or the  maturity of
which has been so accelerated, aggregates $5.0 million or more;

     (f) failure by the  Company or any of its  Restricted  Subsidiaries  to pay
final judgments  aggregating in excess of $5.0 million,  which judgments are not
paid, discharged or stayed for a period of 60 days;

(g) the Company or any of its Restricted  Subsidiaries pursuant to or within the
meaning of any Bankruptcy Law:

     (i) commences a voluntary case,

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

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

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

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

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

     (i) is for relief against the Company or any of its Restricted Subsidiaries
in an involuntary case;

     (ii)  appoints  a  Custodian  of the  Company  or  any  of  its  Restricted
Subsidiaries or for all or  substantially  all of the property of the Company or
any of its Restricted Subsidiaries; or

     (iii)  orders  the  liquidation  of the  Company  or any of its  Restricted
Subsidiaries;

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

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

Section 6.02.   Acceleration.

                  If any Event of Default occurs and is continuing,  the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing,  in the case of an Event of Default arising from clause (g) or (h) of
Section 6.01 hereof,  with respect to the Company,  any  Significant  Restricted
Subsidiary or any group of Restricted  Subsidiaries that, taken together,  would
constitute a Significant  Restricted  Subsidiary,  all  outstanding  Notes shall
become due and payable  without  further action or notice.  Holders of the Notes
may  not  enforce  this  Indenture  or the  Notes  except  as  provided  in this
Indenture.  Subject to certain  limitations,  Holders of a majority in principal
amount of the then  outstanding  Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating  to the  payment  of  principal  or  interest)  if it  determines  that
withholding notice is in their interest.

                  In the event of a declaration of acceleration because an Event
of Default set forth in clause (e) of Section  6.01 hereof has  occurred  and is
continuing,  such declaration of acceleration  shall be automatically  rescinded
and annulled if the event of default  triggering such Event of Default  pursuant
to  clause  (e) shall be  remedied  or cured or  waived  by the  holders  of the
relevant Indebtedness within 30 days after such event of default;  provided that
no  judgment  or decree  for the  payment of the money due on the Notes has been
obtained by the Trustee as provided in this  Indenture  and (i) the annulment of
the acceleration of such Notes would not conflict with any judgment or decree of
a court of  competent  jurisdiction  and (ii) all  existing  Events of  Default,
except  nonpayment  of principal or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or waived.

                  In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the  intention of avoiding  payment of the premium  that the Company  would
have had to pay if the Company then had elected to redeem the Notes  pursuant to
the optional  redemption  provisions of this  Indenture,  an equivalent  premium
shall also become and be immediately due and payable to the extent  permitted by
law upon the  acceleration  of the Notes. If an Event of Default occurs prior to
April 1, 2003 by reason of any willful action (or inaction) taken (or not taken)
by or on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to April 1, 2003, then to the extent  permitted by
law, upon acceleration of the Notes, an additional premium shall also become and
be immediately due and payable in an amount,  for each of the years beginning on
April 1 of the  years set  forth  below,  as set  forth  below  (expressed  as a
percentage of the aggregate  principal  amount of the Notes  outstanding  to the
date of  payment  that would  otherwise  be due but for the  provisions  of this
sentence):

            Year                                                   Percentage

        1998.........................................................108.750%
        1999.........................................................107.875%
        2000.........................................................107.000%
        2001.........................................................106.125%
        2002.........................................................105.250%

Section 6.03.   Other Remedies.

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

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

Section 6.04.   Waiver of Past Defaults.

                  Holders of a majority  in  aggregate  principal  amount of the
Notes then  outstanding by notice to the Trustee may on behalf of the Holders of
all of the  Notes  waive  an  existing  Default  or  Event  of  Default  and its
consequences  hereunder  except a continuing  Default or Event of Default in the
payment of interest on, or the principal of, the Notes.

Section 6.05.   Control by Majority.

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

Section 6.06.   Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07.   Rights of Holders of Notes to Receive Payment.

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

Section 6.08.   Collection Suit by Trustee.

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

Section 6.09.   Trustee May File Proofs of Claim.

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

Section 6.10.   Priorities.

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

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

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

     Third: to the Company or to such party as a court of competent jurisdiction
shall direct. The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10.

Section 6.11.   Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01.   Duties of Trustee.

     (a) If an Event of Default  has  occurred  and is  continuing,  the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same  degree of care and skill in its  exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

     (i) the duties of the  Trustee  shall be  determined  solely by the express
provisions of this Indenture and the Trustee need perform only those duties that
are  specifically  set forth in this  Indenture  and no  others,  and no implied
covenants or obligations  shall be read into this Indenture against the Trustee;
and

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

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

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

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

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

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

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

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

Section 7.02.   Rights of Trustee.

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

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

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

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

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

     (f) The Trustee  shall be under no obligation to exercise any of the rights
or powers  vested in it by this  Indenture at the request or direction of any of
the Holders  unless such Holders  shall have  offered to the Trustee  reasonable
security or indemnity against the costs,  expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03.   Individual Rights of Trustee.

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

Section 7.04.   Trustee's Disclaimer.

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

Section 7.05.   Notice of Defaults.

                  If a Default or Event of Default  occurs and is continuing and
if it is known to the  Trustee,  the  Trustee  shall  mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a  Default  or Event of  Default  in  payment  of  principal  of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible  Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes. The
Trustee  shall not be required to take notice or be deemed to have notice of any
Default or Event of Default hereunder (except failure by the Company to make any
payments to the Trustee  required  to be made  hereunder)  unless the Trustee is
specifically  notified  in  writing  of such  Default or Event of Default by the
Company or by the Holders of 25% in aggregate principal amount of the Notes and,
in the  absence of such  notice,  the Trustee  may  conclusively  assume that no
Default or Event of Default has occurred and is continuing.

Section 7.06.   Reports by Trustee to Holders of the Notes.

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

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

Section 7.07.   Compensation and Indemnity.

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

                  The Company shall  indemnify  the Trustee  against any and all
losses,  liabilities or expenses  incurred by it arising out of or in connection
with the  acceptance  or  administration  of its duties  under  this  Indenture,
including the costs and expenses of enforcing this Indenture against the Company
(including  this Section 7.07) and defending  itself  against any claim (whether
asserted  by the  Company or any Holder or any other  person)  or  liability  in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder,  except to the  extent  any such loss,  liability  or expense  may be
attributable  to its  negligence  or bad faith.  The  Trustee  shall  notify the
Company  promptly of any claim for which it may seek  indemnity.  Failure by the
Trustee  to so  notify  the  Company  shall  not  relieve  the  Company  of  its
obligations hereunder.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any  settlement  made without its consent,  which  consent  shall not be
unreasonably withheld.

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

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

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

Section 7.08.   Replacement of Trustee.

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

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

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

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

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

     (d) the Trustee becomes incapable of acting.

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

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

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

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

Section 7.09.   Successor Trustee by Merger, etc.

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

Section 7.10.   Eligibility; Disqualification.

     There  shall at all  times be a  Trustee  hereunder  that is a  corporation
organized and doing  business  under the laws of the United States of America or
of any state  thereof that is authorized  under such laws to exercise  corporate
trustee power, that is subject to supervision or examination by federal or state
authorities  and that has (or is wholly  owned by an entity  having) a  combined
capital  and  surplus of at least $100  million as set forth in its most  recent
published annual report of condition.

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

Section 7.11.   Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02.   Legal Defeasance and Discharge.

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

Section 8.03.   Covenant Defeasance.

                  Upon the Company's  exercise  under Section 8.01 hereof of the
option  applicable  to  this  Section  8.03,  the  Company  and  the  Subsidiary
Guarantors  shall,  subject to the  satisfaction  of the conditions set forth in
Section 8.04 hereof,  be released from their  respective  obligations  under the
covenants contained in Sections 4.03, 4.04, 4.05, 4.07 through 4.21,  inclusive,
5.01, 6.01(c),  (d) (e), (f), (g) and (h) (but with respect to (g) and (h), only
with respect to Restricted  Subsidiaries) and 6.01(i) and Article 11 hereof with
respect to the outstanding  Notes on and after the date the conditions set forth
in Section 8.04 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 (it being
understood  that  such  Notes  shall not be deemed  outstanding  for  accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding  Notes,  the  Company  may omit to  comply  with and  shall  have no
liability in respect of any term,  condition or limitation set forth in any such
covenant,  whether directly or indirectly,  by reason of any reference elsewhere
herein to any such  covenant or by reason of any  reference in any such covenant
to any other  provision  herein or in any other  document  and such  omission to
comply shall not  constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected  thereby.  In addition,  upon the  Company's  exercise
under Section 8.01 hereof of the option  applicable to this Section 8.03 hereof,
subject to the  satisfaction of the conditions set forth in Section 8.04 hereof,
Sections  6.01(c) through 6.01(i) hereof shall not constitute  Events of Default
(except 6.01 (g) & (h) with respect to the Company).

Section 8.04.   Conditions to Legal or Covenant Defeasance.

                  The following  shall be the  conditions to the  application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

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

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

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

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

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

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

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

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

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

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

Section 8.06.    Repayment to Company.

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

Section 8.07.    Reinstatement.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.    Without Consent of Holders of Notes.

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

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

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

     (c) to  provide  for the  assumption  of the  Company's  or any  Subsidiary
Guarantors'  obligations  to Holders of the Notes by a successor  to the Company
pursuant to Article 5 hereof or of a  Subsidiary  Guarantor's  obligations  by a
successor to the Subsidiary Guarantor pursuant to Section 11.04;

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

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

     (f) to reflect the release of any Subsidiary  Guarantor from its Subsidiary
Guarantee  pursuant to Section  11.05 or to add any  Subsidiary  as a Subsidiary
Guarantor  pursuant to Section  4.20 or 4.21 or  otherwise  at the option of the
Company and such Subsidiary.

                  Upon the request of the Company  accompanied  by an  Officers'
Certificate  authorizing  the  execution  of any such  amended  or  supplemental
Indenture,  and upon  receipt by the  Trustee  of such  documents  described  in
Section 7.02 hereof as the Trustee may request,  the Trustee shall join with the
Company  and the  Subsidiary  Guarantors  in the  execution  of any  amended  or
supplemental  Indenture  authorized or permitted by the terms of this  Indenture
and to make any further  appropriate  agreements  and  stipulations  that may be
therein  contained,  but the Trustee  shall not be  obligated to enter into such
amended  or  supplemental  Indenture  that  affects  its own  rights,  duties or
immunities under this Indenture or otherwise.

Section 9.02.    With Consent of Holders of Notes.

     Except as provided  below in this Section 9.02, the Company and the Trustee
may  amend  or  supplement  this  Indenture  and the  Notes  may be  amended  or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding  (including,  without limitation,  consents
obtained in  connection  with a tender offer or exchange  offer for, or purchase
of, the  Notes),  and any  existing  Default or Event of Default  (other  than a
Default or Event of Default in the payment of the principal of, premium, if any,
or  interest  on  the  Notes,   except  a  payment  default  resulting  from  an
acceleration  that has been  rescinded) or compliance with any provision of this
Indenture  or the Notes may be  waived  with the  consent  of the  Holders  of a
majority in principal amount of the then outstanding Notes  (including,  without
limitation,  consents  obtained in  connection  with a tender  offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

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

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

     After an  amendment,  supplement  or  waiver  under  this  Section  becomes
effective,  the Company  shall mail to the Holders of Notes  affected  thereby a
notice briefly  describing the amendment,  supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein,  shall not, however,  in
any way  impair or affect  the  validity  of any such  amended  or  supplemental
Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive  compliance in a particular  instance by the Company with
any provision of this  Indenture or the Notes.  However,  without the consent of
each Holder  affected,  an  amendment  or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

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

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

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

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

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

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

     (g) waive a  redemption  payment  with  respect to any Note  (other  than a
payment  required by one of the  covenants  described  in Sections  4.10 or 4.15
hereof).

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

     (i) make any  change in  Section  6.04 or 6.07  hereof or in the  foregoing
amendment and waiver provisions.

     Section 10.13 and 12.13 set forth  certain  additional  limitations  on the
ability  of the  Holders  of a majority  in  principal  amount of Notes to amend
certain provisions of this Indenture.

Section 9.03.    Compliance with Trust Indenture Act.

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

Section 9.04.    Revocation and Effect of Consents.

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

Section 9.05.              Notation on or Exchange of Notes.

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

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

Section 9.06.    Trustee to Sign Amendments, etc.

     The Trustee  shall sign any amended or  supplemental  Indenture  authorized
pursuant to this Article 9 if the  amendment or  supplement  does not  adversely
affect  the  rights,  duties,  liabilities  or  immunities  of the  Trustee.  In
executing any amended or supplemental  indenture,  the Trustee shall be entitled
to receive and  (subject to Section  7.01  hereof)  shall be fully  protected in
relying upon, in addition to the documents  required by Section 14.04 hereof, an
Officers'  Certificate  and an Opinion of Counsel  stating that the execution of
such  amended or  supplemental  indenture  is  authorized  or  permitted by this
Indenture.
 
                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01.   Agreement to Subordinate.

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

Section 10.02.    Liquidation; Dissolution; Bankruptcy.

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

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

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

Section 10.03.    Default on Designated Senior Debt.

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

(i) a default in the payment of any principal or other  Obligations with respect
to Designated  Senior Debt occurs and is continuing  beyond any applicable grace
period in the agreement,  indenture or other document  governing such Designated
Senior Debt; or

(ii) a default,  other than a payment default,  on Designated Senior Debt occurs
and is continuing  that then permits  holders of the  Designated  Senior Debt to
accelerate  its  maturity  and the  Trustee  receives a notice of the default (a
"Payment  Blockage  Notice")  from a Person who may give it  pursuant to Section
10.11  hereof.  If the Trustee  receives any such Payment  Blockage  Notice,  no
subsequent  Payment  Blockage  Notice  shall be  effective  for purposes of this
Section  unless  and until (i) at least 360 days shall  have  elapsed  since the
effectiveness  of the  immediately  prior Payment  Blockage  Notice and (ii) all
scheduled payments of principal, premium, if any, and interest on the Securities
that have come due have been paid in full in cash.  No  nonpayment  default that
existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice.

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

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

     (2) in the case of a default referred to in Section 10.03(ii)  hereof,  179
days after such  Payment  Blockage  Notice is received  if the  maturity of such
Designated  Senior  Debt  has  not  been  accelerated,  and if this  Article  10
otherwise  permits the payment,  distribution or acquisition at the time of such
payment or acquisition.

Section 10.04.    Acceleration of Notes.

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

Section 10.05.    When Distribution Must Be Paid Over.

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

     With  respect to the  holders of Senior  Debt,  the Trustee  undertakes  to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied  covenants or obligations  with respect
to the  holders of Senior  Debt shall be read into this  Indenture  against  the
Trustee.  The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the
holders  of Senior  Debt,  and shall  not be liable to any such  holders  if the
Trustee  shall pay over or  distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except,  subject to Section 7.01, if such
payment  is made as a result of the  willful  misconduct  or  negligence  of the
Trustee.

Section 10.06.    Notice by Company.

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

Section 10.07.    Subrogation.

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

Section 10.08.    Relative Rights.

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

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

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

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

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

Section 10.09.    Subordination May Not Be Impaired by Company.

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

Section 10.10.    Distribution or Notice to Representative.

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

     Upon any payment or  distribution  of assets of the Company  referred to in
this  Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such  Representative  or of the  liquidating  trustee or agent or
other Person making any  distribution  to the Trustee or to the Holders of Notes
for the purpose of  ascertaining  the Persons  entitled to  participate  in such
distribution,  the  holders of the  Senior  Debt and other  Indebtedness  of the
Company,  the amount thereof or payable  thereon,  the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11.    Rights of Trustee and Paying Agent.

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

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

Section 10.12.   Authorization to Effect Subordination.

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

Section 10.13.   Amendments.

     Any  amendment  to the  provisions  of this  Article 10 shall  require  the
consent  of the  holders  of at least  75% in  aggregate  amount  of Notes  then
outstanding  if such  amendment  would  adversely  affect  the  legal  rights of
Holders.

                                   ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01.   Guarantee.

     Subject to this  Article  11,  each of the  Subsidiary  Guarantors  hereby,
jointly  and  severally,  unconditionally  guarantees  to each  Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns,  irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company  hereunder or thereunder,  that: (a)
the  principal of and  interest on the Notes will be promptly  paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue  principal of and interest on the Notes,  if any, if lawful,  and
all other  obligations of the Company to the Holders or the Trustee hereunder or
thereunder  will be promptly paid in full or performed,  all in accordance  with
the  terms  hereof  and  thereof;  and (b) in case of any  extension  of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in  accordance  with the terms of
the  extension  or  renewal,  whether at stated  maturity,  by  acceleration  or
otherwise.  Failing  payment  when  due  of  any  amount  so  guaranteed  or any
performance so guaranteed for whatever reason,  the Subsidiary  Guarantors shall
be jointly and severally obligated to pay the same immediately.  Each Subsidiary
Guarantor  agrees  that this is a guarantee  of payment  and not a guarantee  of
collection.

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

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

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

Section 11.02.   Limitation on Subsidiary Guarantor Liability.

     Each  Subsidiary  Guarantor,  and by its acceptance of Notes,  each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Subsidiary  Guarantor not constitute a fraudulent  transfer or
conveyance  for purposes of Bankruptcy  Law, the Uniform  Fraudulent  Conveyance
Act, the Uniform Fraudulent  Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary  Guarantee.  To effectuate the foregoing
intention,  the  Trustee,  the  Holders  and the  Subsidiary  Guarantors  hereby
irrevocably  agree that the obligations of such  Subsidiary  Guarantor under its
Subsidiary  Guarantee and this Article 11 shall be limited to the maximum amount
as will, after giving effect to such maximum amount and all other contingent and
fixed  liabilities  of such  Subsidiary  Guarantor  that are relevant under such
laws,  and  after  giving  effect to any  collections  from,  rights to  receive
contribution  from or  payments  made by or on behalf  of any  other  Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
this Article 11, result in the  obligations of such  Subsidiary  Guarantor under
its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.03.   Execution and Delivery of Notation of Subsidiary Guarantee.

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

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

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

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

     If required by Section 4.20 or Section 4.21 hereof, the Company shall cause
each such  Subsidiary to execute  supplemental  indentures to this  Indenture in
accordance with such Sections.

Section 11.04.   Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

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

     (a) subject to Section 11.05 hereof,  the Person formed by or surviving any
such  consolidation  or merger  (if other  than a  Subsidiary  Guarantor  or the
Company)   unconditionally  assumes  all  the  obligations  of  such  Subsidiary
Guarantor, pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee,  under this Indenture and the Subsidiary  Guarantee
on the terms set forth herein or therein; and

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

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

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above,  nothing  contained in this  Indenture or in any of the Notes
shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
the  Company or  another  Subsidiary  Guarantor,  or shall  prevent  any sale or
conveyance  of  the  property  of a  Subsidiary  Guarantor  as  an  entirety  or
substantially as an entirety to the Company or another Subsidiary Guarantor.

Section 11.05.   Releases Following Sale of Assets.

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

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

                                   ARTICLE 12.
                      SUBORDINATION OF SUBSIDIARY GUARANTEE

Section 12.01.   Agreement to Subordinate.

     Each  Subsidiary  Guarantor  agrees,  and each  Holder by  accepting a Note
agrees,   that  all  Obligations  under  the  Subsidiary   Guarantees  shall  be
subordinated  in right of payment,  to the extent and in the manner  provided in
this  Article  12,  to the  prior  payment  in full of all  Senior  Debt of such
Subsidiary  Guarantor  (whether  outstanding  on the date  hereof  or  hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt of such Subsidiary Guarantor.

Section 12.02.   Liquidation; Dissolution; Bankruptcy.

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

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

     (2) until all  Obligations  with  respect to Senior  Debt (as  provided  in
subsection (1) above) are paid in full, any  distribution to which Holders would
be  entitled  but for this  Article 12 shall be made to  holders of Senior  Debt
(except that Holders may receive and retain (i) Permitted Junior  Securities and
(ii) payments and other  distributions  made from any  defeasance  trust created
pursuant to Section 8.01 hereof), as their interests may appear.

Section 12.03.   Default on Designated Senior Debt.

     No Subsidiary Guarantor may make any payment or distribution to the Trustee
or any Holder in respect of  Obligations  with  respect to the Notes and may not
acquire  from the  Trustee or any Holder any Notes for cash or  property  (other
than (i) Permitted Junior  Securities and (ii) payments and other  distributions
made from any  defeasance  trust created  pursuant to Section 8.01 hereof) until
all  principal  and other  Obligations  with  respect to the Senior Debt of such
Subsidiary Guarantor have been paid in full if:

     (i) a default in the payment of any  principal  or other  Obligations  with
respect to Designated  Senior Debt of such  Subsidiary  Guarantor  occurs and is
continuing  beyond any applicable  grace period in the  agreement,  indenture or
other document governing such Designated Senior Debt; or

     (ii) a default,  other than a payment default, on Designated Senior Debt of
such Subsidiary  Guarantor occurs and is continuing that then permits holders of
the Designated Senior Debt to accelerate its maturity and the Trustee receives a
notice of the default (a "Payment  Blockage  Notice") from a Person who may give
it pursuant to Section  12.11 hereof.  If the Trustee  receives any such Payment
Blockage  Notice,  no subsequent  Payment Blockage Notice shall be effective for
purposes  of this  Section  unless  and until (i) at least 360 days  shall  have
elapsed since the effectiveness of the immediately prior Payment Blockage Notice
and (ii) all scheduled payments of principal,  premium,  if any, and interest on
the Securities  that have come due have been paid in full in cash. No nonpayment
default  that existed or was  continuing  on the date of delivery of any Payment
Blockage  Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

     Each   Subsidiary   Guarantor   may  and  shall  resume   payments  on  and
distributions in respect of the Subsidiary  Guarantees and may acquire them upon
the earlier of:

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

     (2) in the case of a default referred to in Section 12.03(ii)  hereof,  179
days after such  Payment  Blockage  Notice is received  if the  maturity of such
Designated  Senior  Debt  has  not  been  accelerated,  and if this  Article  12
otherwise  permits the payment,  distribution or acquisition at the time of such
payment or acquisition.

Section 12.04.   Acceleration.

     If payment of any Subsidiary  Guarantee is accelerated  because of an Event
of Default,  the Subsidiary  Guarantor shall promptly notify the Representatives
of Senior Debt of the acceleration.

Section 12.05.   When Distribution Must Be Paid Over.


     In the event that the  Trustee or any Holder  receives  any  payment of any
Obligations with respect to a Subsidiary Guarantee at a time when the Trustee or
such Holder, as applicable, has actual knowledge that such payment is prohibited
by Section  12.03  hereof,  such  payment  shall be held by the  Trustee or such
Holder,  in trust  for the  benefit  of,  and shall be paid  forthwith  over and
delivered,  upon  written  request,  to,  the  holders  of  Senior  Debt of such
Subsidiary Guarantor as their interests may appear or their Representative under
this  Indenture or other  agreement  (if any)  pursuant to which Senior Debt may
have been issued, as their respective  interests may appear,  for application to
the payment of all  Obligations  with respect to Senior Debt of such  Subsidiary
Guarantor  remaining  unpaid to the extent  necessary to pay such Obligations in
full in  accordance  with their  terms,  after giving  effect to any  concurrent
payment or  distribution to or for the holders of Senior Debt of such Subsidiary
Guarantor.

     With respect to the holders of Senior Debt of any Subsidiary Guarantor, the
Trustee  undertakes to perform only such  obligations on the part of the Trustee
as are  specifically  set forth in this Article 12, and no implied  covenants or
obligations  with  respect  to the  holders  of Senior  Debt of such  Subsidiary
Guarantor  shall be read into this  Indenture  against the Trustee.  The Trustee
shall not be deemed to owe any  fiduciary  duty to the holders of Senior Debt of
such  Subsidiary  Guarantor,  and shall not be liable to any such holders if the
Trustee  shall  pay  over  or  distribute  to or on  behalf  of  Holders  or any
Subsidiary Guarantor or any other Person money or assets to which any holders of
Senior Debt shall be entitled by virtue of this Article 12,  except,  subject to
Section 7.01,  if such payment is made as a result of the willful  misconduct or
negligence of the Trustee.

Section 12.06.   Notice by SUBSIDIARY GUARANTOR.

     Each Subsidiary  Guarantor shall promptly notify the Trustee and the Paying
Agent of any facts known to such Subsidiary Guarantor that would cause a payment
of any  Obligations  with  respect to its  Subsidiary  Guarantee to violate this
Article 12, but failure to give such notice  shall not affect the  subordination
of any Subsidiary  Guarantee to the Senior Debt of such Subsidiary  Guarantor as
provided in this Article 12.

Section 12.07.   Subrogation.

     After all  Senior  Debt of the  Subsidiary  Guarantors  is paid in full and
until the Notes are paid in full, Holders of the Subsidiary  Guarantees shall be
subrogated  (equally and ratably with all other Indebtedness pari passu with the
Subsidiary  Guarantor) to the rights of holders of Senior Debt of the Subsidiary
Guarantors to receive distributions  applicable to Senior Debt of the Subsidiary
Guarantors to the extent that distributions  otherwise payable to the Holders of
Notes  have  been  applied  to the  payment  of  Senior  Debt of the  Subsidiary
Guarantors.  A distribution made under this Article 12 to holders of Senior Debt
of the Subsidiary  Guarantors  that otherwise would have been made to Holders of
the  Subsidiary  Guarantees  is not, as between the  Subsidiary  Guarantors  and
Holders, a payment by the Subsidiary Guarantors on the Subsidiary Guarantees.

Section 12.08.   Relative Rights.

     This  Article 12 defines the relative  rights of Holders of the  Subsidiary
Guarantees and holders of Senior Debt of the Subsidiary  Guarantors.  Nothing in
this Indenture shall:

     (1)  impair,  as  between  the  Subsidiary  Guarantors  and  Holders of the
Subsidiary  Guarantees,  the obligation of the Subsidiary  Guarantors,  which is
absolute  and  unconditional,  to pay  principal of and interest on the Notes in
accordance with the term of the Subsidiary Guarantees;

     (2) affect the relative rights of Holders of the Subsidiary  Guarantees and
creditors  of any  Subsidiary  Guarantor  other than their rights in relation to
holders of Senior Debt; or

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

     If the  Subsidiary  Guarantors  fails  because  of this  Article  12 to pay
principal  of or  interest  on a Note on the due date,  the  failure  is still a
Default or Event of Default.

Section 12.09.   Subordination May Not Be Impaired by Subsidiary Guarantor.

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

Section 12.10.    Distribution or Notice to Representative.

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

     Upon any  payment or  distribution  of assets of any  Subsidiary  Guarantor
referred to in this  Article  12, the Trustee and the Holders of the  Subsidiary
Guarantees  shall be entitled to rely upon any order or decree made by any court
of competent  jurisdiction or upon any certificate of such  Representative or of
the liquidating  trustee or agent or other Person making any distribution to the
Trustee  or to the  Holders  of the  Subsidiary  Guarantees  for the  purpose of
ascertaining  the Persons  entitled to  participate  in such  distribution,  the
holders of the Senior Debt of any Subsidiary Guarantor and other Indebtedness of
the Company or any Subsidiary 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 12.

Section 12.11.    Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 12 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would  prohibit the making of any payment or  distribution  by
the Trustee,  and the Trustee and the Paying Agent may continue to make payments
on the Notes and the  Subsidiary  Guarantees,  unless  the  Trustee  shall  have
received at its Corporate  Trust Office at least five Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Obligations  with  respect to the Notes to violate  this  Article  12.  Only the
Company,  the  Subsidiary  Guarantors or a  Representative  may give the notice.
Nothing in this  Article 12 shall  impair  the  claims of, or  payments  to, the
Trustee under or pursuant to Section 7.07 hereof.

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

Section 12.12.    Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's  acceptance  thereof,  authorizes and
directs  the  Trustee  on such  Holder's  behalf to take  such  action as may be
necessary or  appropriate to effectuate  the  subordination  as provided in this
Article 12, and  appoints the Trustee to act as such  Holder's  attorney-in-fact
for any and all such  purposes.  If the Trustee  does not file a proper proof of
claim or proof of debt in the form  required  in any  proceeding  referred to in
Section 6.09 hereof at least 30 days before the  expiration  of the time to file
such claim, the  Representatives  of the Designated Senior Debt,  including debt
under the Senior Credit Facility,  are hereby  authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 12.13.    Amendments.

     Any  amendment  to the  provisions  of this  Article 12 shall  require  the
consent  of the  holders  of at least  75% in  aggregate  amount  of Notes  then
outstanding  if such  amendment  would  adversely  affect  the  legal  rights of
Holders.
                
                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01.    Satisfaction and Discharge of Indenture.

     This  Indenture  shall upon Company  request cease to be of further  effect
(except as to surviving rights of registration of transfer or exchange of Notes,
as expressly  provided for in this Indenture) as to all outstanding  Notes,  and
the Trustee,  at the expense of the Company,  shall, upon payment of all amounts
due to the  Trustee  under  Section  7.07  hereof,  execute  proper  instruments
acknowledging satisfaction and discharge of this Indenture when

     (a) either

     (1) all Notes theretofore authenticated and delivered (other than (i) Notes
which have been  destroyed,  lost or stolen and which have been replaced or paid
as provided in Section  2.07  hereof and (ii) Notes for whose  payment  money or
Government  Securities have theretofore been deposited in trust with the Trustee
or any  Paying  Agent  or  segregated  and  held in  trust  by the  Company  and
thereafter  repaid to the Company or discharged  from such trust, as provided in
Section 2.04 hereof) have been delivered to the Trustee for cancellation, or

     (2)  all  such  Notes  not   theretofore   delivered  to  the  Trustee  for
cancellation

     (i) have become due and payable, or

     (ii) will become due and payable at their final Stated  Maturity within one
year, or

     (iii) are to be called for  redemption  within one year under  arrangements
satisfactory  to the  Trustee  for the  serving of notice of  redemption  by the
Trustee in the name, and at the expense, of the Company

     and the Company,  in the case of clause (2)(i),  (2)(ii) or (2)(iii) above,
has irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on such Notes not
theretofore  delivered  to the  Trustee  for  cancellation,  for  principal  of,
premium,  if any, and Liquidated  Damages, if any, on such Notes and interest to
the date of such  deposit  (in the  case of  Notes  which  have  become  due and
payable) or to the final Stated Maturity or Redemption Date, as the case may be,
together with the Company order irrevocably  directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be;

     (b) the  Company  has paid or caused to be paid all other sums then due and
payable hereunder by the Company; and

     (c) the Company has delivered to the Trustee an Officers'  Certificate  and
an  Opinion  of  Counsel,  which,  taken  together,  state  that all  conditions
precedent  herein relating to the  satisfaction  and discharge of this Indenture
have been complied with.

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture,  the
obligations  of the Company to the Trustee under Section 7.07 hereof and, if the
money shall have been deposited with the Trustee  pursuant to this Section,  the
obligations  of the Trustee under Section 13.02 hereof and the last paragraph of
Section  2.04  hereof  and the  Trustee's  right  under  Article 7 hereof  shall
survive.

Section 13.02.    Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 2.04 hereof, all
money deposited with the Trustee  pursuant to Section 13.01 hereof shall be held
in trust and applied by it, in accordance  with the  provisions of the Notes and
this  Indenture,  to the  payment,  either  directly or through any Paying Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine,  to the Persons entitled  thereto,  of the principal (and premium and
Liquidated  Damages,  if any) and interest for whose payment such money has been
deposited with the Trustee.

                                   ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01.    Trust Indenture Act Controls.

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

Section 14.02.    Notices.

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

                  Prime Medical Services, Inc.
                  1301 Capital of Texas Highway, Suite C-300
                  Austin, Texas 78746-6550
                  Telecopier No.: (512) 328-8510
                  Attention: Chief Financial Officer

                  If to the Trustee:

                  State Street Bank and Trust Company of Missouri, N.A.
                  One Metropolitan Square
                  211 North Broadway
                  Suite 3900
                  St. Louis, MO  63102
                  Telecopier No.: (314) 206-3054
                  Attention: Corporate Trust Administration

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

     Any notice or communication to a Holder shall be mailed by first class mail
or by overnight air courier  guaranteeing next day delivery to its address shown
on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person  described in TIAss.  313(c),  to the extent required by
the TIA.  Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

     If a notice or  communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.
  
     If the Company mails a notice or communication to Holders,  it shall mail a
copy to the Trustee and each Agent at the same time.

Section 14.03.    Communication by Holders of Notes with Other Holders of Notes.

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

Section 14.04.    Certificate and Opinion as to Conditions Precedent.

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

     (a) an Officers' Certificate in form and substance reasonably  satisfactory
to the Trustee  (which shall include the  statements  set forth in Section 14.05
hereof)  stating that, in the opinion of the signers,  all conditions  precedent
and covenants,  if any, provided for in this Indenture  relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably  satisfactory to
the Trustee  (which  shall  include the  statements  set forth in Section  14.05
hereof)  stating  that,  in the  opinion of such  counsel,  all such  conditions
precedent and covenants have been satisfied.

Section 14.05.    Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 14.06.   Rules by Trustee and Agents.

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

Section 14.07.   No Personal Liability of Directors, Officers, Employees and
                 Stockholders.

     No director, officer, employee,  incorporator or stockholder of the Company
or any Subsidiary Guarantor,  or any Subsidiary  Guarantor,  as such, shall have
any liability for any  obligations of the Company and the Subsidiary  Guarantors
under the Notes,  this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such  liability.  The waiver and release are part
of the consideration for issuance of the Notes.

Section 14.08.   Governing Law.

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

Section 14.09.   No Adverse Interpretation of Other Agreements.

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

Section 14.10.   Successors.

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

Section 14.11.   Severability.

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

Section 14.12.   Counterpart Originals.

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

Section  14.13.  Table of Contents, Headings, etc.

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

                              [Signatures on following page]



                                                       1





<PAGE>


                                   SIGNATURES

Dated as of March 27, 1998


                                   Prime Medical Services, Inc.



                                   By:     _____________________________________
                                           Name:
                                           Title:



                                   Prime Medical Operating, Inc.



                                   By:     _____________________________________
                                           Name:
                                           Title:



                                   Prime Management, Inc.



                                   By:     _____________________________________
                                           Name:
                                           Title:


                                   Prime Cardiac Rehabilitation Services, Inc.



                                    By:     ____________________________________
                                            Name:
                                            Title:



                                   Prime Diagnostic Services, Inc.



                                   By:     _____________________________________
                                           Name:
                                           Title:



                                    Prime Lithotripsy Services, Inc.



                                    By:     ____________________________________
                                            Name:
                                            Title:



                                    Prime Kidney Stone Treatment, Inc.



                                     By:     ___________________________________
                                             Name:
                                             Title:


                                    Prime Diagnostic Corp. of Florida



                                    By:     ____________________________________
                                            Name:
                                            Title:



                                    Prime Lithotripter Operations, Inc.



                                    By:     ____________________________________
                                            Name:
                                            Title:


                                    Prime Practice Management, Inc.



                                     By:     ___________________________________
                                             Name:
                                             Title:



                                     Texas Litho, Inc.



                                      By:     __________________________________
                                              Name:
                                              Title:



                                      R.R. Litho, Inc.



                                      By:     __________________________________
                                              Name:
                                              Title:



                                       Ohio Litho, Inc.



                                       By:     _________________________________
                                               Name:
                                               Title:



                                      Alabama Rental Stone Institute, Inc.



                                      By:     __________________________________
                                              Name:
                                              Title:



                                       Sun Medical Technologies, Inc.



                                       By:     _________________________________
                                               Name:
                                               Title:



                                        Sun Acquisition, Inc.



                                       By:     _________________________________
                                               Name:
                                               Title:



                                        Lithotripters, Inc.



                                        By:     ________________________________
                                                Name:
                                                Title:



                                        Prime Medical Management, L.P.



                                        By:     ________________________________
                                                Name:
                                                Title:



                                         Prostatherapies, Inc.



                                          By:   ________________________________
                                                Name:
                                                Title:



                                         FastStart, Inc.



                                         By:     _______________________________
                                                 Name:
                                                 Title:



                                         National Lithotripters Association, Inc



                                         By:     _______________________________
                                                 Name:
                                                 Title:



                                         MedTech Investments, Inc.



                                         By:     _______________________________
                                                 Name:
                                                 Title:



                                        Executive Medical Enterprises, Inc.



                                         By:     _______________________________
                                                 Name:
                                                 Title:





<PAGE>





State Street Bank and Trust Company of Missouri, N.A.



By:      _____________________________________
         Name:  Robert A. Clasquin
         Title:    Assistant Vice President





<PAGE>



                                   EXHIBIT A1
                                 (Face of Note)




CUSIP/CINS ___________

         8 3/4% [Series A] [Series B] Senior Subordinated Notes due 2008

No. ______                                                    $ ________ 

                          PRIME MEDICAL SERVICES, INC.

promises to pay to _____________________________________

or registered assigns,

         the principal sum of _________________________________

Dollars on April 1, 2008.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                                                 Dated: March 27, 1998


                                                 PRIME MEDICAL SERVICES, INC.



                                                 By: _______________________
                                                      Name:
                                                      Title:

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


State Street Bank and Trust Company of Missouri, N.A.
as Trustee


By:  _____________________________






                                      A1-1







<PAGE>



                                 (Back of Note)


             8 3/4 % [Series A] [Series B] Senior Subordinated Notes
                                    due 2008

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
         NEW YORK,  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 IS REQUESTED BY AN  AUTHORIZED
         REPRESENTATIVE  OF DTC (AND ANY  PAYMENT  IS MADE TO CEDE & CO.,  OR TO
         SUCH OTHER ENTITY AS IS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF
         DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
         BY OR TO ANY  PERSON  IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
         HEREOF,  CEDE & CO., HAS AN INTEREST  HEREIN.  TRANSFERS OF THIS GLOBAL
         NOTE  SHALL BE  LIMITED  TO  TRANSFERS  IN WHOLE,  BUT NOT IN PART,  TO
         NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH SUCCESSOR'S  NOMINEE
         AND  TRANSFERS  OF  PORTIONS  OF THIS  GLOBAL  NOTE SHALL BE LIMITED TO
         TRANSFERS  MADE IN ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN THE
         INDENTURE REFERRED TO ON THE REVERSE HEREOF.

         THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT") AND THIS NOTE MAY NOT BE OFFERED,  SOLD,
         PLEDGED  OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN  EFFECTIVE
         REGISTRATION  STATEMENT OR IN ACCORDANCE  WITH AN APPLICABLE  EXEMPTION
         FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT (SUBJECT TO
         THE DELIVERY OF SUCH  EVIDENCE,  IF ANY,  REQUIRED  UNDER THE INDENTURE
         PURSUANT  TO WHICH  THIS NOTE IS  ISSUED)  AND IN  ACCORDANCE  WITH ANY
         APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE  UNITED  STATES OR ANY
         OTHER JURISDICTION.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
         HEREBY  NOTIFIED THAT THE SELLER MAY BE RELYING ON THE  EXEMPTION  FROM
         THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE  SECURITY  EVIDENCED  HEREBY  AGREES FOR THE BENEFIT OF THE COMPANY
         THAT (A) SUCH SECURITY MAY BE RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED
         ONLY  (1)(a)  TO A  PERSON  WHO 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,
         (b) IN A  TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 144 UNDER THE
         SECURITIES  ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
         TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
         ACT OR (d) IN ACCORDANCE WITH ANOTHER  EXEMPTION FROM THE  REGISTRATION
         REQUIREMENTS  OF THE  SECURITIES  ACT (AND  BASED  UPON AN  OPINION  OF
         COUNSEL IF THE  COMPANY  SO  REQUESTS),  SUBJECT TO THE  RECEIPT BY THE
         REGISTRAR  OF A  CERTIFICATION  OF THE  TRANSFEROR  AND AN  OPINION  OF
         COUNSEL TO THE EFFECT  THAT SUCH  TRANSFER  IS IN  COMPLIANCE  WITH THE
         SECURITIES  ACT,  (2) TO THE COMPANY OR (3)  PURSUANT  TO AN  EFFECTIVE
         REGISTRATION  STATEMENT  AND,  IN EACH  CASE,  IN  ACCORDANCE  WITH ANY
         APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE  UNITED  STATES OR ANY
         OTHER  APPLICABLE  JURISDICTION  AND  (B)  THE  HOLDER  WILL  AND  EACH
         SUBSEQUENT  HOLDER IS REQUIRED TO NOTIFY ANY  PURCHASER  FROM IT OF THE
         SECURITY  EVIDENCED HEREBY OF THE RESALE  RESTRICTIONS SET FORTH IN (A)
         ABOVE.

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

     1. Interest.  Prime Medical  Services,  Inc., a Delaware  corporation  (the
"Company"),  promises to pay interest on the principal  amount of this Note at 8
3/4% per annum from March 27, 1998 until  maturity and shall pay the  Liquidated
Damages payable pursuant to the Registration Rights Agreement referred to below.
The Company will pay interest and Liquidated  Damages  semi-annually  on April 1
and  October 1 of each year,  or if any such day is not a Business  Day,  on the
next succeeding Business Day (each an "Interest Payment Date").  Interest on the
Notes will accrue from the most recent date to which  interest has been paid or,
if no interest has been paid, from the date of issuance;  provided that if there
is no  existing  Default  in the  payment  of  interest,  and if  this  Note  is
authenticated  between a record date referred to on the face hereof and the next
succeeding   Interest  Payment  Date,  interest  shall  accrue  from  such  next
succeeding  Interest Payment Date;  provided,  further,  that the first Interest
Payment Date shall be October 1, 1998. The Company shall pay interest (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on overdue
principal and premium,  if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on overdue
installments  of  interest  and  Liquidated   Damages  (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 to the Persons who are  registered
Holders of Notes at the close of business on the March 15 or  September  15 next
preceding the Interest  Payment Date, even if such Notes are canceled after such
record date and on or before such Interest  Payment Date,  except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Liquidated Damages, if any, and interest
by wire transfer of immediately available funds to the accounts specified by the
Global Note Holder in New York, New York or as otherwise specified by the Global
Note Holder.  With respect to Notes in certificated  form, the Company will make
all payments of principal,  premium, if any, interest and Liquidated Damages, if
any, by wire transfer of immediately  available funds to the accounts  specified
by the Holders  thereof in New York, New York or as otherwise  specified by such
Holders  or, if no such  account is  specified,  by mailing a check to each such
Holder's registered  address.  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 Trustee under the Indenture,
will act as Paying Agent and Registrar.  The Company may change any Paying Agent
or  Registrar  without  notice  to  any  Holder.  The  Company  or  any  of  its
Subsidiaries may act in any such capacity.

     4.  Indenture.  The Company issued the Notes under an Indenture dated as of
March 27, 1998 (as amended or supplemented  from time to time, the  "Indenture")
among the Company,  the Subsidiary  Guarantors and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Codess.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.  To the extent any
provision of this Note conflicts  with the express  provisions of the Indenture,
the provisions of the Indenture shall govern and be  controlling.  The Notes are
obligations  of the Company  limited to $100.0  million in  aggregate  principal
amount,  plus amounts,  if any, issued to pay Liquidated  Damages on outstanding
Notes as set forth in Paragraph 2 hereof.

      5.       Optional Redemption.

(a) Except as set forth in clause (b) of this  paragraph  5, the Notes shall not
be redeemable at the Company's  option prior to April 1, 2003.  Thereafter,  the
Notes shall be subject to  redemption  at any time at the option of the Company,
in whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus  accrued  and  unpaid  interest  and  Liquidated  Damages  thereon  to  the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:

                  Year                                      Percentage

                  2003.......................................104.375%
                  2004.......................................102.917%
                  2005.......................................101.458%
                  2006 and thereafter........................100.000%

(b)  Notwithstanding  the  provisions of clause (a) of this  paragraph 5, at any
time on or  before  April 1,  2001,  the  Company  may  redeem  up to 35% of the
aggregate  principal amount of Notes originally  issued under the Indenture at a
redemption  price of 108.75% of the principal  amount thereof,  plus accrued and
unpaid interest and Liquidated Damages thereon,  if any, to the redemption date,
with the net  proceeds to the Company of one or more public  offerings of common
stock  provided  that at least $65.0  million in aggregate  principal  amount of
Notes remain  outstanding  immediately  after the occurrence of such  redemption
(excluding Notes held by the Company or any of its  Subsidiaries)  and provided,
further that such redemption occurs within 90 days of the date of the closing of
such public offering.

      6.       Mandatory Redemption.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

      7.       Repurchase at Option of Holder.

     (a) Upon the  occurrence of a Change of Control,  each Holder of Notes will
have the right to require  the Company to  repurchase  all or any part (equal to
$1,000 or an integral  multiple  thereof) of such Holder's Notes pursuant to the
offer  described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate  principal amount thereof plus accrued and unpaid
interest and Liquidated  Damages  thereon,  if any, to the date of purchase (the
"Change of Control  Payment").  Within 30 days  following any Change of Control,
the Company  shall mail a notice to each  Holder  setting  forth the  procedures
governing the Change of Control Offer as required by the Indenture.

     (b)  Within 360 days after the  receipt of any Net  Proceeds  from an Asset
Sale,  the Company  may apply such Net  Proceeds,  at its  option,  (a) to repay
Senior Debt of the Company or a Subsidiary Guarantor,  (b) to the acquisition of
a  majority  of the assets of, or a  majority  of the Voting  Stock of,  another
Permitted  Business,  the making of a capital  expenditure or the acquisition of
other long-term assets that are used or useful in a Permitted Business or (c) to
the acquisition by the Company or a Restricted Subsidiary of Equity Interests in
any Restricted Subsidiary of the Company,  which Equity Interests are owned by a
Person other than the Company or an Affiliate of the Company.  Pending the final
application  of any  such Net  Proceeds,  the  Company  may  temporarily  reduce
revolving credit  borrowings or otherwise invest such Net Proceeds in any manner
that is not prohibited by the Indenture.  Any Net Proceeds from Asset Sales that
are not applied or invested as provided in the first  sentence of this paragraph
will be deemed to constitute  "Excess  Proceeds."  When the aggregate  amount of
Excess  Proceeds  exceeds $5.0 million,  the Company will be required to make an
offer to all Holders of Notes and all holders of other  Indebtedness  containing
provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem with the  proceeds of sales of assets (an "Asset Sale Offer")
to purchase the maximum  principal  amount of Notes and such other  Indebtedness
that may be purchased out of the Excess  Proceeds,  at an offer price in cash in
an amount equal to 100% of the principal  amount thereof plus accrued and unpaid
interest and Liquidated  Damages  thereon,  if any, to the date of purchase,  in
accordance  with the  procedures  set  forth  in the  Indenture  and such  other
Indebtedness.  To the extent that any Excess Proceeds remain after  consummation
of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
not otherwise prohibited by the Indenture.  If the aggregate principal amount of
Notes  and  such  other  Indebtedness   tendered  into  such  Asset  Sale  Offer
surrendered  by  Holders  thereof  exceeds  the amount of Excess  Proceeds,  the
Trustee shall select the Notes and such other  Indebtedness to be purchased on a
pro rata basis. Upon completion of such offer to purchase,  the amount of Excess
Proceeds shall be reset at zero.

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

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

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

     11. Amendment,  Supplement and Waiver.  Subject to certain exceptions,  the
Company and the Trustee may amend or supplement  the Indenture and the Notes may
be  amended  or  supplemented  with the  consent  of the  Holders  of at least a
majority in principal amount of the Notes then outstanding  (including,  without
limitation,  consents  obtained in  connection  with a tender  offer or exchange
offer for, or  purchase  of, the Notes),  and any  existing  Default or Event of
Default  (other  than a  Default  or  Event of  Default  in the  payment  of the
principal  of,  premium,  if any,  or  interest  on the Notes,  except a payment
default  resulting from an  acceleration  that has been rescinded) or compliance
with any  provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then  outstanding  Notes
(including,  without  limitation,  consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes).  Without the consent of
any Holder of Notes,  the Indenture or the Notes may be amended or  supplemented
to cure any ambiguity,  defect or inconsistency,  to provide for  uncertificated
Notes in  addition  to or in place of  certificated  Notes,  to provide  for the
assumption of the Company's or any Subsidiary Guarantor's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that would
provide  any  additional  rights or benefits to the Holders of the Notes or that
does not  adversely  affect the legal  rights  under the  Indenture  of any such
Holder,  to  comply  with the  requirements  of the SEC in order  to  effect  or
maintain the  qualification of the Indenture under the Trust Indenture Act or to
reflect the release of any Subsidiary  Guarantor  from its Subsidiary  Guarantee
pursuant  to  Section  11.05  of the  Indenture  or to add any  Subsidiary  as a
Subsidiary Guarantor pursuant to the Indenture.

     12. Defaults and Remedies.  Events of Default  include:  (i) default for 30
days in the payment when due of interest on, or Liquidated  Damages with respect
to, the Notes;  (ii) default in payment when due of the principal of or premium,
if any, on the Notes; (iii) failure by the Company or any of its Subsidiaries to
comply with the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture;
(iv) failure by the Company or any of its  Restricted  Subsidiaries  for 60 days
after notice to comply with any of its other  agreements in the Indenture or the
Notes; (v) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money  borrowed by the  Company or any of its  Restricted  Subsidiaries  (or the
payment  of  which  is  guaranteed  by the  Company  or  any  of its  Restricted
Subsidiaries)  whether such  Indebtedness or guarantee now exists, or is created
after the date of the Indenture, which default (a) is caused by a failure to pay
principal of or premium,  if any, or interest on such Indebtedness  prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default  (a  "Payment  Default")  or (b)  results  in the  acceleration  of such
Indebtedness  prior to its express  maturity  and, in each case,  the  principal
amount of any such Indebtedness, together with the principal amount of any other
such  Indebtedness  under which there has been a Payment Default or the maturity
of which has been so accelerated,  aggregates $5.0 million or more; (vi) failure
by the  Company or any of its  Restricted  Subsidiaries  to pay final  judgments
aggregating in excess of $5.0 million,  which judgments are not paid, discharged
or stayed for a period of 60 days;  (vii) except as permitted by the  Indenture,
any  Subsidiary  Guarantee  shall  be  held  in any  judicial  proceeding  to be
unenforceable  or invalid or shall  cease for any reason to be in full force and
effect  or any  Subsidiary  Guarantor,  or any  Person  acting  on behalf of any
Subsidiary  Guarantor,  shall  deny  or  disaffirm  its  obligations  under  its
Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries.

     If any Event of  Default  occurs  and is  continuing,  the  Trustee  or the
Holders of at least 25% in principal  amount of the then  outstanding  Notes may
declare all the Notes to be due and  payable  immediately.  Notwithstanding  the
foregoing,  in the case of an Event of Default  arising from  certain  events of
bankruptcy  or  insolvency,   with  respect  to  the  Company,  any  Significant
Restricted  Subsidiary  or any  group of  Restricted  Subsidiaries  that,  taken
together, would constitute a Significant Restricted Subsidiary,  all outstanding
Notes will become due and payable without further action or notice.  Holders may
not  enforce the  Indenture  or the Notes  except as provided in the  Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then  outstanding  Notes may direct the Trustee in its  exercise of any trust or
power.  The  Trustee  may  withhold  from  Holders  of the  Notes  notice of any
continuing  Default  or Event of  Default  (except a Default or Event of Default
relating  to the  payment  of  principal  or  interest)  if it  determines  that
withholding notice is in their interest.

     13. Trustee  Dealings with Company.  The Trustee,  in its individual or any
other capacity,  may make loans to, accept  deposits from, and perform  services
for the Company or its  Affiliates,  and may otherwise  deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder,  of the Company or any Subsidiary Guarantor,  as such, shall not
have  any  liability  for any  obligations  of the  Company  and the  Subsidiary
Guarantors  under  the  Notes or the  Indenture  or for any  claim  based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for the issuance of the Notes.

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

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

     17.  Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive  Notes.  In addition to the rights provided to Holders of Notes under
the  Indenture,  Holders of Restricted  Global Notes and  Restricted  Definitive
Notes shall have all the rights set forth in the  Registration  Rights Agreement
dated as of March 27, 1998  between  the  Company  and the parties  named on the
signature pages thereof (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.

     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:

                  Prime Medical Services, Inc.
                  1301 Capital of Texas Highway
                  Suite C-300
                  Austin, Texas  78746-6550
                  Attention:  Chief Financial Officer

                                      A1-2







<PAGE>



                                 Assignment Form

     To  assign  this  Note,  fill in the form  below:  (I) or (we)  assign  and
transfer this Note to




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








               (Insert assignee's social security or tax I.D. no.)

     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.

                                      A1-3







<PAGE>



                       Option of Holder to Elect Purchase

                  If you  want to  elect  to have  this  Note  purchased  by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                   Section 4.10                       Section 4.15

                  If you want to elect to have only  part of the Note  purchased
by the Company  pursuant to Section 4.15 of the Indenture,  state the amount you
elect to have purchased: $________





Date:                            Your Signature:
                                (Sign exactly as your name appears on the Note)

                                 Tax Identification No:
Signature Guarantee.


                                      A1-4







<PAGE>



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                  The  following  exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another  Global Note or Definitive  Note for an interest in this Global Note,
have been made:

                                                     
              Amount of         Amount of       Principal Amount   Signature of 
             decrease in       increase in       of this Global     authorized
              Principal         Principal        Note following     officer of 
   Date      Amount of this   Amount of this     such decrease      Trustee or
of Exchange   Global Note      Global Note       (or increase)    Note Custodian
-----------   -----------      -----------       -------------    --------------





                                      A1-5








<PAGE>



                                   

                                   EXHIBIT A2
                  (Face of Regulation S Temporary Global Note)


CUSIP/CINS ___________

         8 3/4% [Series A] [Series B] Senior Subordinated Notes due 2008

No. ____                                                  $____________

                          PRIME MEDICAL SERVICES, INC.

promises to pay to ________________________________________

or registered assigns,

         the principal sum of _______________________________  

Dollars on April 1, 2008.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

                                                   Dated: MARCH 27, 1998


                                                   PRIME MEDICAL SERVICES, INC.


                                                   By:__________________________
                                                       Name:
                                                       Title:

This is one of the  Temporary  Regulation  S
Global  Notes  referred  to in the
within-mentioned Indenture:


State Street Bank and Trust Company of Missouri, N.A.
as Trustee


By: ___________________________








                                      A2-1






<PAGE>



                  (Back of Regulation S Temporary Global Note)

         8 3/4% [Series A] [Series B] Senior Subordinated Notes due 2008

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

          UNLESS THIS  CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  NEW
          YORK,  NEW YORK,  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 IS
          REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS
          MADE TO CEDE & CO.,  OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN
          AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER,  PLEDGE OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
          AS THE REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN INTEREST  HEREIN.
          TRANSFERS  OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
          BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR  THEREOF OR SUCH
          SUCCESSOR'S  NOMINEE  AND  TRANSFERS  OF  PORTIONS OF THIS GLOBAL NOTE
          SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
          SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "SECURITIES ACT") AND THIS NOTE MAY NOT BE OFFERED, SOLD,
          PLEDGED OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN  EFFECTIVE
          REGISTRATION  STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE  EXEMPTION
          FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO
          THE DELIVERY OF SUCH  EVIDENCE,  IF ANY,  REQUIRED UNDER THE INDENTURE
          PURSUANT  TO WHICH THIS NOTE IS  ISSUED)  AND IN  ACCORDANCE  WITH ANY
          APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES OR ANY
          OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
          HEREBY  NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION  FROM
          THE  PROVISIONS  OF SECTION 5 OF THE  SECURITIES  ACT PROVIDED BY RULE
          144A  THEREUNDER OR ANOTHER  EXEMPTION  UNDER THE SECURITIES  ACT. THE
          HOLDER OF THE SECURITY  EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
          COMPANY  THAT (A) SUCH  SECURITY  MAY BE RESOLD,  PLEDGED OR OTHERWISE
          TRANSFERRED ONLY (1)(a) TO A PERSON WHO 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, (b) IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144 UNDER
          THE SECURITIES  ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
          IN A  TRANSACTION  MEETING  THE  REQUIREMENTS  OF RULE 904  UNDER  THE
          SECURITIES  ACT OR (d) IN ACCORDANCE  WITH ANOTHER  EXEMPTION FROM THE
          REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT (AND BASED UPON AN
          OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT TO THE RECEIPT
          BY THE REGISTRAR OF A  CERTIFICATION  OF THE TRANSFEROR AND AN OPINION
          OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE  WITH THE
          SECURITIES  ACT,  (2) TO THE COMPANY OR (3)  PURSUANT TO AN  EFFECTIVE
          REGISTRATION  STATEMENT  AND,  IN EACH CASE,  IN  ACCORDANCE  WITH ANY
          APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES OR ANY
          OTHER  APPLICABLE  JURISDICTION  AND  (B) THE  HOLDER  WILL  AND  EACH
          SUBSEQUENT  HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER  FROM IT OF THE
          SECURITY EVIDENCED HEREBY OF THE RESALE  RESTRICTIONS SET FORTH IN (A)
          ABOVE.

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

     1. Interest.  Prime Medical  Services,  Inc., a Delaware  corporation  (the
"Company"),  promises to pay interest on the principal  amount of this Note at 8
3/4% per annum from March 27, 1998 until  maturity and shall pay the  Liquidated
Damages payable pursuant to the Registration Rights Agreement referred to below.
The Company will pay interest and Liquidated  Damages  semi-annually  on April 1
and  October 1 of each year,  or if any such day is not a Business  Day,  on the
next succeeding Business Day (each an "Interest Payment Date").  Interest on the
Notes will accrue from the most recent date to which  interest has been paid or,
if no interest has been paid, from the date of issuance;  provided that if there
is no  existing  Default  in the  payment  of  interest,  and if  this  Note  is
authenticated  between a record date referred to on the face hereof and the next
succeeding   Interest  Payment  Date,  interest  shall  accrue  from  such  next
succeeding  Interest Payment Date;  provided,  further,  that the first Interest
Payment Date shall be October 1, 1998. The Company shall pay interest (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on overdue
principal and premium,  if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on overdue
installments  of  interest  and  Liquidated   Damages  (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 to the Persons who are  registered
Holders of Notes at the close of business on the March 15 or  September  15 next
preceding the Interest  Payment Date, even if such Notes are canceled after such
record date and on or before such Interest  Payment Date,  except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Liquidated Damages, if any, and interest
by wire transfer of immediately available funds to the accounts specified by the
Global Note Holder in New York, New York or as otherwise specified by the Global
Note Holder.  With respect to Notes in certificated  form, the Company will make
all payments of principal,  premium, if any, interest and Liquidated Damages, if
any, by wire transfer of immediately  available funds to the accounts  specified
by the Holders  thereof in New York, New York or as otherwise  specified by such
Holders  or, if no such  account is  specified,  by mailing a check to each such
Holder's registered  address.  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 Trustee under the Indenture,
will act as Paying Agent and Registrar.  The Company may change any Paying Agent
or  Registrar  without  notice  to  any  Holder.  The  Company  or  any  of  its
Subsidiaries may act in any such capacity.

     4.  Indenture.  The Company issued the Notes under an Indenture dated as of
March 27, 1998 (as amended or supplemented  from time to time, the  "Indenture")
among the Company,  the Subsidiary  Guarantors and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Codess.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.  To the extent any
provision of this Note conflicts  with the express  provisions of the Indenture,
the provisions of the Indenture shall govern and be  controlling.  The Notes are
obligations  of the Company  limited to $100.0  million in  aggregate  principal
amount,  plus amounts,  if any, issued to pay Liquidated  Damages on outstanding
Notes as set forth in Paragraph 2 hereof.

     5.  Optional  Redemption.  (a)  Except as set  forth in clause  (b) of this
paragraph 5, the Notes shall not be redeemable at the Company's  option prior to
April 1, 2003. Thereafter,  the Notes shall be subject to redemption at any time
at the  option of the  Company,  in whole or in part,  upon not less than 30 nor
more than 60 days' notice, at the redemption prices (expressed as percentages of
principal  amount)  set  forth  below  plus  accrued  and  unpaid  interest  and
Liquidated Damages thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on April 1 of the years indicated below:

         Year                                               Percentage

         2003.................................................104.375%
         2004.................................................102.917%
         2005.................................................101.458%
         2006 and thereafter..................................100.000%

(b)  Notwithstanding  the  provisions of clause (a) of this  paragraph 5, at any
time on or  before  April 1,  2001,  the  Company  may  redeem  up to 35% of the
aggregate  principal amount of Notes originally  issued under the Indenture at a
redemption  price of 108.75% of the principal  amount thereof,  plus accrued and
unpaid interest and Liquidated Damages thereon,  if any, to the redemption date,
with the net  proceeds to the Company of one or more public  offerings of common
stock  provided  that at least $65.0  million in aggregate  principal  amount of
Notes remain  outstanding  immediately  after the occurrence of such  redemption
(excluding Notes held by the Company or any of its  Subsidiaries)  and provided,
further that such redemption occurs within 90 days of the date of the closing of
such public offering.

     6.  Mandatory  Redemption.  Except as set forth in  paragraph 7 below,  the
Company  shall not be  required to make  mandatory  redemption  or sinking  fund
payments with respect to the Notes.

     7. Repurchase at Option of Holder.

     (a) Upon the  occurrence of a Change of Control,  each Holder of Notes will
have the right to require  the Company to  repurchase  all or any part (equal to
$1,000 or an integral  multiple  thereof) of such Holder's Notes pursuant to the
offer  described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate  principal amount thereof plus accrued and unpaid
interest and Liquidated  Damages  thereon,  if any, to the date of purchase (the
"Change of Control  Payment").  Within 30 days  following any Change of Control,
the Company  shall mail a notice to each  Holder  setting  forth the  procedures
governing the Change of Control Offer as required by the Indenture.

     (b)  Within 360 days after the  receipt of any Net  Proceeds  from an Asset
Sale,  the Company  may apply such Net  Proceeds,  at its  option,  (a) to repay
Senior Debt of the Company or a Subsidiary Guarantor,  (b) to the acquisition of
a  majority  of the assets of, or a  majority  of the Voting  Stock of,  another
Permitted  Business,  the making of a capital  expenditure or the acquisition of
other long-term assets that are used or useful in a Permitted Business or (c) to
the acquisition by the Company or a Restricted Subsidiary of Equity Interests in
any Restricted Subsidiary of the Company,  which Equity Interests are owned by a
Person other than the Company or an Affiliate of the Company.  Pending the final
application  of any  such Net  Proceeds,  the  Company  may  temporarily  reduce
revolving credit  borrowings or otherwise invest such Net Proceeds in any manner
that is not prohibited by the Indenture.  Any Net Proceeds from Asset Sales that
are not applied or invested as provided in the first  sentence of this paragraph
will be deemed to constitute  "Excess  Proceeds."  When the aggregate  amount of
Excess  Proceeds  exceeds $5.0 million,  the Company will be required to make an
offer to all Holders of Notes and all holders of other  Indebtedness  containing
provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem with the  proceeds of sales of assets (an "Asset Sale Offer")
to purchase the maximum  principal  amount of Notes and such other  Indebtedness
that may be purchased out of the Excess  Proceeds,  at an offer price in cash in
an amount equal to 100% of the principal  amount thereof plus accrued and unpaid
interest and Liquidated  Damages  thereon,  if any, to the date of purchase,  in
accordance  with the  procedures  set  forth  in the  Indenture  and such  other
Indebtedness.  To the extent that any Excess Proceeds remain after  consummation
of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
not otherwise prohibited by the Indenture.  If the aggregate principal amount of
Notes  and  such  other  Indebtedness   tendered  into  such  Asset  Sale  Offer
surrendered  by  Holders  thereof  exceeds  the amount of Excess  Proceeds,  the
Trustee shall select the Notes and such other  Indebtedness to be purchased on a
pro rata basis. Upon completion of such offer to purchase,  the amount of Excess
Proceeds shall be reset at zero.

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

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

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

     11. Amendment,  Supplement and Waiver.  Subject to certain exceptions,  the
Company and the Trustee may amend or supplement  the Indenture and the Notes may
be  amended  or  supplemented  with the  consent  of the  Holders  of at least a
majority in principal amount of the Notes then outstanding  (including,  without
limitation,  consents  obtained in  connection  with a tender  offer or exchange
offer for, or  purchase  of, the Notes),  and any  existing  Default or Event of
Default  (other  than a  Default  or  Event of  Default  in the  payment  of the
principal  of,  premium,  if any,  or  interest  on the Notes,  except a payment
default  resulting from an  acceleration  that has been rescinded) or compliance
with any  provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then  outstanding  Notes
(including,  without  limitation,  consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes).  Without the consent of
any Holder of Notes,  the Indenture or the Notes may be amended or  supplemented
to cure any ambiguity,  defect or inconsistency,  to provide for  uncertificated
Notes in  addition  to or in place of  certificated  Notes,  to provide  for the
assumption of the Company's or any Subsidiary Guarantor's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that would
provide  any  additional  rights or benefits to the Holders of the Notes or that
does not  adversely  affect the legal  rights  under the  Indenture  of any such
Holder,  to  comply  with the  requirements  of the SEC in order  to  effect  or
maintain the  qualification of the Indenture under the Trust Indenture Act or to
reflect the release of any Subsidiary  Guarantor  from its Subsidiary  Guarantee
pursuant  to  Section  11.05  of the  Indenture  or to add any  Subsidiary  as a
Subsidiary Guarantor pursuant to the Indenture.

     12. Defaults and Remedies.  Events of Default  include:  (i) default for 30
days in the payment when due of interest on, or Liquidated  Damages with respect
to, the Notes;  (ii) default in payment when due of the principal of or premium,
if any, on the Notes; (iii) failure by the Company or any of its Subsidiaries to
comply with the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture;
(iv) failure by the Company or any of its  Restricted  Subsidiaries  for 60 days
after notice to comply with any of its other  agreements in the Indenture or the
Notes; (v) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money  borrowed by the  Company or any of its  Restricted  Subsidiaries  (or the
payment  of  which  is  guaranteed  by the  Company  or  any  of its  Restricted
Subsidiaries)  whether such  Indebtedness or guarantee now exists, or is created
after the date of the Indenture, which default (a) is caused by a failure to pay
principal of or premium,  if any, or interest on such Indebtedness  prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default  (a  "Payment  Default")  or (b)  results  in the  acceleration  of such
Indebtedness  prior to its express  maturity  and, in each case,  the  principal
amount of any such Indebtedness, together with the principal amount of any other
such  Indebtedness  under which there has been a Payment Default or the maturity
of which has been so accelerated,  aggregates $5.0 million or more; (vi) failure
by the  Company or any of its  Restricted  Subsidiaries  to pay final  judgments
aggregating in excess of $5.0 million,  which judgments are not paid, discharged
or stayed for a period of 60 days;  (vii) except as permitted by the  Indenture,
any  Subsidiary  Guarantee  shall  be  held  in any  judicial  proceeding  to be
unenforceable  or invalid or shall  cease for any reason to be in full force and
effect  or any  Subsidiary  Guarantor,  or any  Person  acting  on behalf of any
Subsidiary  Guarantor,  shall  deny  or  disaffirm  its  obligations  under  its
Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries.

     If any Event of  Default  occurs  and is  continuing,  the  Trustee  or the
Holders of at least 25% in principal  amount of the then  outstanding  Notes may
declare all the Notes to be due and  payable  immediately.  Notwithstanding  the
foregoing,  in the case of an Event of Default  arising from  certain  events of
bankruptcy  or  insolvency,   with  respect  to  the  Company,  any  Significant
Restricted  Subsidiary  or any  group of  Restricted  Subsidiaries  that,  taken
together, would constitute a Significant Restricted Subsidiary,  all outstanding
Notes will become due and payable without further action or notice.  Holders may
not  enforce the  Indenture  or the Notes  except as provided in the  Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then  outstanding  Notes may direct the Trustee in its  exercise of any trust or
power.  The  Trustee  may  withhold  from  Holders  of the  Notes  notice of any
continuing  Default  or Event of  Default  (except a Default or Event of Default
relating  to the  payment  of  principal  or  interest)  if it  determines  that
withholding notice is in their interest.

     13. Trustee  Dealings with Company.  The Trustee,  in its individual or any
other capacity,  may make loans to, accept  deposits from, and perform  services
for the Company or its  Affiliates,  and may otherwise  deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder,  of the Company or any Subsidiary Guarantor,  as such, shall not
have  any  liability  for any  obligations  of the  Company  and the  Subsidiary
Guarantors  under  the  Notes or the  Indenture  or for any  claim  based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for the issuance of the Notes.

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

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

     17.  Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive  Notes.  In addition to the rights provided to Holders of Notes under
the  Indenture,  Holders of Restricted  Global Notes and  Restricted  Definitive
Notes shall have all the rights set forth in the  Registration  Rights Agreement
dated as of March 27, 1998  between  the  Company  and the parties  named on the
signature pages thereof (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.

     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:

                  Prime Medical Services, Inc.
                  1301 Capital of Texas Highway
                  Suite C-300
                  Austin, Texas  78746-6550
                  Attention:  Chief Financial Officer




                                      A2-2




 

<PAGE>



                                 Assignment Form

     To  assign  this  Note,  fill in the form  below:  (I) or (we)  assign  and
transfer this Note to




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








               (Insert assignee's social security or tax I.D. no.)

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.

                                      A2-3







<PAGE>



                       Option of Holder to Elect Purchase

                  If you  want to  elect  to have  this  Note  purchased  by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                   Section 4.10                       Section 4.15

                  If you want to elect to have only  part of the Note  purchased
by the Company  pursuant to Section 4.15 of the Indenture,  state the amount you
elect to have purchased: $________





Date: _________                    Your Signature: _________________________
                                (Sign exactly as your name appears on the Note)

                                                      Tax Identification No:
Signature Guarantee.


                                      A2-4






<PAGE>



           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

     The  following  exchanges of a part of this  Regulation S Temporary  Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

              Amount of         Amount of       Principal Amount   Signature of 
             decrease in       increase in       of this Global     authorized
              Principal         Principal        Note following     officer of 
   Date      Amount of this   Amount of this     such decrease      Trustee or
of Exchange   Global Note      Global Note       (or increase)    Note Custodian
-----------   -----------      -----------       -------------    --------------





                                      A2-5






<PAGE>



                                    EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

Prime Medical Services, Inc.
1301 Capital of Texas Highway
Suite C-300
Austin, Texas  78746-2892

State Street Bank and Trust Company of Missouri, N.A.
One Metropolitan Square
211 North Broadway-Suite 3900
St. Louis, MO 63102


  Re: 8 3/4% Senior Subordinated Notes due 2008 of Prime Medical Services, Inc.

     Reference is hereby made to the  Indenture,  dated as of March 27, 1998 (as
amended  or  supplemented  from time to time,  (the  "Indenture"),  among  Prime
Medical  Services,  Inc., as issuer (the "Company"),  the Subsidiary  Guarantors
parties  thereto and State Street Bank and Trust  Company of Missouri,  N.A., as
trustee.  Capitalized  terms used but not defined herein shall have the meanings
given to them in the Indenture.

     ______________,  (the  "Transferor")  owns and  proposes  to  transfer  the
Note[s]  or  interest  in such  Note[s]  specified  in  Annex A  hereto,  in the
principal amount of $___________ in such Note[s] or interests (the  "Transfer"),
to __________ (the  "Transferee"),  as further  specified in Annex A hereto.  In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

     1. _ Check if Transferee will take delivery of a beneficial interest in the
144A Global Note or a  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 (i) 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, in a transaction meeting
the  requirements  of Rule  144A and such  Transfer  is in  compliance  with any
applicable blue sky securities laws of any state of the United States,  (ii) the
Transferor and each person acting on behalf of the Transferor reasonably believe
that such  Person and each such  account is a  "qualified  institutional  buyer"
within the meaning of Rule 144A and (iii) the Transferor has advised such Person
that the Transferor may rely on the exemption  from  registration  provisions of
the  Securities  Act provided by Rule 144A.  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
Temporary Regulation S Global Note, 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 Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial  Purchaser) and, if the Transferee is a dealer (as defined in Section
2(12) of the Securities Act), or is a person receiving a selling concession, fee
or other  remuneration  in respect of the Notes sold,  the  Transferor or person
acting  on  behalf  of the  Transferor  has sent to the  Transferee  the  notice
required by Rule 903(c)(2)(iv) or 904(c)(1)(ii),  whichever is applicable.  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,  the  Temporary  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 the IAI Global Note or 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) 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  Notes and the requirements of
the exemption  claimed,  which  certification  is supported by (1) a certificate
executed by the  Transferee in the form of Exhibit D to the Indenture and (2) an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the  Transferor  has  attached to this  certification),  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 transferred
beneficial  interest or Definitive  Note will be subject to the  restrictions on
transfer  enumerated in the Private  Placement  Legend printed on the IAI Global
Note and/or 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.

     (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.

     (c) _ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
being  effected  pursuant  to and in  compliance  with  an  exemption  from  the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in  compliance  with the  transfer  restrictions  contained  in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer  contained in the Indenture and the
Private  Placement Legend are not required in order to maintain  compliance with
the Securities  Act. Upon  consummation  of the proposed  Transfer in accordance
with  the  terms  of the  Indenture,  the  transferred  beneficial  interest  or
Definitive Note will not be subject to the  restrictions on transfer  enumerated
in the  Private  Placement  Legend  printed on the  Restricted  Global  Notes or
Restricted Definitive Notes and in the Indenture.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company.



                                                 ____________________________
                                                 [Insert Name of Transferor]

                                                 By: __________________________
                                                    Name:
                                                    Title:

Dated: _____________,_____

                                       B-1







<PAGE>




                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      _    a beneficial interest in the:

                  (i)      _    144A Global Note (CUSIP _______), or

                  (ii)     _    Regulation S Global Note (CUSIP ________), or

                  (iii)    _    IAI 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)    _    IAI Global Note (CUSIP         ); or
                     (iv)     _    Unrestricted Global Note (CUSIP         ); or
                 (b)      _    a Restricted Definitive Note; or

                 (c)      _    an Unrestricted Definitive Note,

              in accordance with the terms of the Indenture.


                                       B-2







<PAGE>



                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

Prime Medical Services, Inc.
1301 Capital of Texas Highway
Suite C-300
Austin, Texas  78746-6550

State Street Bank and Trust Company of Missouri, N.A.
One Metropolitan Square
211 North Broadway-Suite 3900
St. Louis, MO 63102



  Re: 8-3/4% Senior Subordinated Notes due 2008 of Prime Medical Services, Inc.


                              (CUSIP______________)


     Reference is hereby made to the Indenture,  dated as of March 27, 1998 (the
"Indenture"),  between Prime Medical Services,  Inc., as issuer (the "Company"),
and  State  Street  Bank and  Trust  Company  of  Missouri,  N.A.,  as  trustee.
Capitalized  terms used but not defined  herein shall have the meanings given to
them in the Indenture.

     ____________,  (the  "Owner")  owns and proposes to exchange the Note[s] or
interest  in  such  Note[s]   specified  herein,  in  the  principal  amount  of
$____________ in such Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:

     1. Exchange of  Restricted  Definitive  Notes or Beneficial  Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

     (a) _ Check if Exchange is from beneficial  interest in a Restricted Global
Note to beneficial  interest in an Unrestricted  Global Note. In connection with
the Exchange of the Owner's beneficial  interest in a Restricted Global Note for
a  beneficial  interest in an  Unrestricted  Global  Note in an equal  principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the  Owner's own  account  without  transfer,  (ii) such  Exchange  has been
effected in compliance with the transfer  restrictions  applicable to the Global
Notes and pursuant to and in accordance with the 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 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.
                           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-1




<PAGE>



                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Prime Medical Services, Inc.
1301 Capital of Texas Highway
Suite C-300
Austin, Texas  78746-8510

State Street Bank and Trust Company of Missouri, N.A.
One Metropolitan Square
211 North Broadway-Suite 3900
St. Louis, MO 63102



  Re: 8 3/4% Senior Subordinated Notes due 2008 of Prime Medical Services, Inc.


     Reference is hereby made to the Indenture,  dated as of March 27, 1998 (the
"Indenture"),  between Prime Medical Services,  Inc., as issuer (the "Company"),
and  State  Street  Bank and  Trust  Company  of  Missouri,  N.A.,  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 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  (A) to the  Company  or any  subsidiary  thereof,  (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein),  (c) to an institutional  "accredited investor" (as
defined below) that, prior to such transfer,  furnishes (or has furnished on its
behalf  by a U.S.  broker-dealer)  to you and to the  Company  a  signed  letter
substantially  in the form of this  letter  and an  Opinion  of  Counsel in form
reasonably  acceptable  to the  Company to the effect  that such  transfer is in
compliance  with the Securities Act, (D) outside the United States in accordance
with Rule 904 of  Regulation  S under the  Securities  Act,  (E) pursuant to the
provisions  of Rule  144(k)  under  the  Securities  Act or (F)  pursuant  to an
effective  registration statement under the Securities Act, and we further agree
to provide to any person  purchasing the Definitive Note or beneficial  interest
in a Global Note from us in a transaction  meeting the  requirements  of clauses
(A) through (D) of this paragraph a notice  advising such purchaser that resales
thereof are restricted as stated herein.

     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.

     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  and as to which we have  authority to make, and do make,
the statements contained in this letter.

     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.

                                     ------------------------------------------
                                     [Insert Name of Accredited Investor]



                                      By:  _______________________________
                                           Name:
                                           Title:

Dated: __________________, ____



<PAGE>



                                    EXHIBIT E
                          FORM OF NOTATION OF GUARANTEE


     For value  received,  each  Subsidiary  Guarantor  (which term includes any
successor   Person   under  the   Indenture)   has,   jointly   and   severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the  provisions  in the  Indenture  dated as of March 27, 1998 (as amended or
supplemented form time to time, (the "Indenture")  among Prime Medical Services,
Inc.,  the  Subsidiary  Guarantors  and State  Street Bank and Trust  Company of
Missouri,  N.A., as trustee (the "Trustee") (a) the due and punctual  payment of
the principal of, premium,  if any, and interest on the Notes (as defined in the
Indenture),  whether at maturity, by acceleration,  redemption or otherwise, the
due and punctual payment of interest on overdue  principal and premium,  and, to
the extent permitted by law, interest,  and the due and punctual  performance of
all other  obligations  of the  Company  to the  Holders or the  Trustee  all in
accordance  with the terms of the  Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other  obligations,  that
the same will be promptly paid in full when due or performed in accordance  with
the  terms  of  the  extension  or  renewal,  whether  at  stated  maturity,  by
acceleration or otherwise.  The obligations of the Subsidiary  Guarantors to the
Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture  are  expressly set forth in Article 11 of the Indenture and reference
is  hereby  made  to the  Indenture  for the  precise  terms  of the  Subsidiary
Guarantee.  The  Subsidiary  Guarantee  may be released or limited under certain
circumstances. Each Holder of a Note, by accepting the same, agrees to and shall
be bound by such  provisions.  The  Subsidiary  Guarantee  shall not be valid or
obligatory for any purpose until the certificate of  authentication  of the Note
upon which this Subsidiary Guarantee is endorsed shall have been executed by the
Trustee by the manual signature of one of its authorized signatories.

                                        [Subsidiary Guarantors]



                                        By:________________________________
                                           Name:
                                           Title:




<PAGE>



                                    EXHIBIT F
                         FORM OF SUPPLEMENTAL INDENTURE
              TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS


     Supplemental  Indenture  (this  "Supplemental  Indenture"),   dated  as  of
________________,  among  __________________  (the  "Guaranteeing  Subsidiary"),
Prime  Medical  Services,   Inc.  (or  its  permitted  successor),   a  Delaware
corporation (the  "Company"),  and  [___________________],  as trustee under the
Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

     WHEREAS,  the Company has heretofore  executed and delivered to the Trustee
an indenture (as amended and supplmented to the date hereof,  (the "Indenture"),
dated as of March 27, 1998 providing for the issuance of an aggregate  principal
amount of up to $100.0 million of 8 3/4% Senior Subordinated Notes due 2008 (the
"Notes");

     WHEREAS,  the  Indenture  provides  that under  certain  circumstances  the
Guaranteeing  Subsidiary shall execute and deliver to the Trustee a supplemental
indenture  pursuant to which the Guaranteeing  Subsidiary shall  unconditionally
guarantee all of the Company's  Obligations under the Notes and the Indenture on
the  terms  and  conditions   set  forth  in  the  Indetnure  (the   "Subsidiary
Guarantee"); and

     WHEREAS,  pursuant  to  Section  9.01  of the  Indenture,  the  Trustee  is
authorized to execute and deliver this Supplemental Indenture.

     NOW  THEREFORE,  in  consideration  of the foregoing and for other good and
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
Guaranteeing  Subsidiary  and the Trustee  mutually  covenant  and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   Capitalized  Terms.  Capitalized terms used herein without  definition
          shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to be
bound by the terms of the  Indenture as a Subsidiary  Guarantor and agrees to be
subject to the provisions of the Indenture  applicable to Subsidiary  Guarantors
as though originally a signatory and party to the Indenture.

     3.  Execution and Delivery.  The  Guaranteeing  Subsidiary  agrees that the
Subsidiary Guarantees shall remain in full force and effect  notwithstanding any
failure to endorse on each Note a notation of such Subsidiary  Guarantee. 

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

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

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

     7. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     8.  The  Trustee.  The  Trustee  shall  not be  responsible  in any  manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals  contained  herein,  all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



<PAGE>



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

Dated:  _______________, ____

                                               [Guaranteeing Subsidiary]


                                        By: _________________________________
                                             Name:
                                             Title:


                                                Prime Medical Services, Inc.

                                        By: _________________________________
                                             Name:
                                             Title:



                                            [-------------------------]
                                               as Trustee


                                         By: ______________________________
                                             Name:
                                             Title: