<PAGE>
                                                                     EXHIBIT 4.2

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

                              CARMIKE CINEMAS, INC.

                     AND EACH OF THE GUARANTORS PARTY HERETO

                    7.500% SENIOR SUBORDINATED NOTES DUE 2014

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

                                    INDENTURE

                          Dated as of February 4, 2004

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

                Wells Fargo Bank Minnesota, National Association

                                     Trustee

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

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                       Indenture Section
<S>                                                                               <C>
310(a)(1)...................................................................             7.10
   (a)(2)...................................................................             7.10
   (a)(3)...................................................................             N.A.
   (a)(4)...................................................................             N.A.
   (a)(5)...................................................................             7.10
   (b)......................................................................             7.10
   (c)......................................................................             N.A.
311(a)......................................................................             7.11
   (b)......................................................................             7.11
   (c)......................................................................             N.A.
312(a)......................................................................             2.05
   (b)......................................................................            13.03
   (c)......................................................................            13.03
313(a)......................................................................             7.06
   (b)(1)...................................................................             N.A.
   (b)(2)...................................................................          7.06; 7.07
   (c)......................................................................         7.06; 13.02
   (d)......................................................................             7.06
314(a)......................................................................      4.03; 13.02; 13.05
   (b)......................................................................             N.A.
   (c)(1)...................................................................            13.04
   (c)(2)...................................................................            13.04
   (c)(3)...................................................................             N.A.
   (d)......................................................................             N.A.
   (e)......................................................................            13.05
   (f)......................................................................             N.A.
315(a)......................................................................             7.01
   (b)......................................................................          7.05,13.02
   (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
   (c)......................................................................             2.12
317(a)(1)...................................................................             6.08
   (a)(2)...................................................................             6.09
   (b)......................................................................             2.04
318(a)......................................................................            13.01
   (b)......................................................................             N.A.
   (c)......................................................................            13.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                                <C>
                                           ARTICLE 1.
                                 DEFINITIONS AND INCORPORATION
                                          BY REFERENCE

Section 1.01       Definitions.................................................................      1
Section 1.02       Other Definitions...........................................................     22
Section 1.03       Incorporation by Reference of Trust Indenture Act...........................     22
Section 1.04       Rules of Construction.......................................................     23

                                           ARTICLE 2.
                                           THE NOTES

Section 2.01       Form and Dating.............................................................     23
Section 2.02       Execution and Authentication................................................     24
Section 2.03       Registrar and Paying Agent..................................................     24
Section 2.04       Paying Agent to Hold Money in Trust.........................................     25
Section 2.05       Holder Lists................................................................     25
Section 2.06       Transfer and Exchange.......................................................     25
Section 2.07       Replacement Notes...........................................................     36
Section 2.08       Outstanding Notes...........................................................     37
Section 2.09       Treasury Notes..............................................................     37
Section 2.10       Temporary Notes.............................................................     37
Section 2.11       Cancellation................................................................     37
Section 2.12       Defaulted Interest..........................................................     37

                                           ARTICLE 3.
                                   REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee..........................................................     38
Section 3.02       Selection of Notes to Be Redeemed or Purchased..............................     38
Section 3.03       Notice of Redemption........................................................     39
Section 3.04       Effect of Notice of Redemption..............................................     39
Section 3.05       Deposit of Redemption or Purchase Price.....................................     39
Section 3.06       Notes Redeemed or Purchased in Part.........................................     40
Section 3.07       Optional Redemption.........................................................     40
Section 3.08       Mandatory Redemption........................................................     41
Section 3.09       Offer to Purchase by Application of Excess Proceeds.........................     41

                                           ARTICLE 4.
                                           COVENANTS

Section 4.01       Payment of Notes............................................................     43
Section 4.02       Maintenance of Office or Agency.............................................     43
Section 4.03       Reports.....................................................................     44
Section 4.04       Compliance Certificate......................................................     44
Section 4.05       Taxes.......................................................................     45
Section 4.06       Stay, Extension and Usury Laws..............................................     45
Section 4.07       Restricted Payments.........................................................     45
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries..............     48
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock..................     50
Section 4.10       Asset Sales.................................................................     53
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                 <C>
Section 4.11       Transactions with Affiliates................................................     55
Section 4.12       Liens.......................................................................     57
Section 4.13       Corporate Existence.........................................................     57
Section 4.14       Offer to Repurchase Upon Change of Control..................................     57
Section 4.15       No Layering of Debt.........................................................     59
Section 4.16       Payments for Consent........................................................     59
Section 4.17       Additional Note Guarantees..................................................     59
Section 4.18       Designation of Restricted and Unrestricted Subsidiaries.....................     59

                                           ARTICLE 5.
                                           SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets....................................     60
Section 5.02       Successor Corporation Substituted...........................................     61

                                           ARTICLE 6.
                                     DEFAULTS AND REMEDIES

Section 6.01       Events of Default...........................................................     61
Section 6.02       Acceleration................................................................     63
Section 6.03       Other Remedies..............................................................     63
Section 6.04       Waiver of Past Defaults.....................................................     64
Section 6.05       Control by Majority.........................................................     64
Section 6.06       Limitation on Suits.........................................................     64
Section 6.07       Rights of Holders of Notes to Receive Payment...............................     64
Section 6.08       Collection Suit by Trustee..................................................     65
Section 6.09       Trustee May File Proofs of Claim............................................     65
Section 6.10       Priorities..................................................................     65
Section 6.11       Undertaking for Costs.......................................................     66

                                           ARTICLE 7.
                                            TRUSTEE

Section 7.01       Duties of Trustee...........................................................     66
Section 7.02       Rights of Trustee...........................................................     67
Section 7.03       Individual Rights of Trustee................................................     67
Section 7.04       Trustee's Disclaimer........................................................     67
Section 7.05       Notice of Defaults..........................................................     68
Section 7.06       Reports by Trustee to Holders of the Notes..................................     68
Section 7.07       Compensation and Indemnity..................................................     68
Section 7.08       Replacement of Trustee......................................................     69
Section 7.09       Successor Trustee by Merger, etc............................................     70
Section 7.10       Eligibility; Disqualification...............................................     70
Section 7.11       Preferential Collection of Claims Against Company...........................     70

                                           ARTICLE 8.
                            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance....................     70
Section 8.02       Legal Defeasance and Discharge..............................................     70
Section 8.03       Covenant Defeasance.........................................................     71
Section 8.04       Conditions to Legal or Covenant Defeasance..................................     71
Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other
                   Miscellaneous Provisions....................................................     72
Section 8.06       Repayment to Company........................................................     73
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                 <C>
Section 8.07       Reinstatement...............................................................     73

                                           ARTICLE 9.
                                AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes.........................................     74
Section 9.02       With Consent of Holders of Notes............................................     74
Section 9.03       Compliance with Trust Indenture Act.........................................     76
Section 9.04       Revocation and Effect of Consents...........................................     76
Section 9.05       Notation on or Exchange of Notes............................................     76
Section 9.06       Trustee to Sign Amendments, etc.............................................     76

                                          ARTICLE 10.
                                         SUBORDINATION

Section 10.01      Agreement to Subordinate....................................................     77
Section 10.02      Liquidation; Dissolution; Bankruptcy........................................     77
Section 10.03      Default on Designated Senior Debt...........................................     77
Section 10.04      Acceleration of Notes.......................................................     78
Section 10.05      When Distribution Must Be Paid Over.........................................     78
Section 10.06      Notice by Company...........................................................     78
Section 10.07      Subrogation.................................................................     79
Section 10.08      Relative Rights.............................................................     79
Section 10.09      Subordination May Not Be Impaired by Company................................     79
Section 10.10      Distribution or Notice to Representative....................................     79
Section 10.11      Rights of Trustee and Paying Agent..........................................     80
Section 10.12      Authorization to Effect Subordination.......................................     80
Section 10.13      Amendments..................................................................     80

                                          ARTICLE 11.
                                        NOTE GUARANTEES

Section 11.01      Guarantee...................................................................     80
Section 11.02      Subordination of Note Guarantee.............................................     81
Section 11.03      Limitation on Guarantor Liability...........................................     81
Section 11.04      Execution and Delivery of Note Guarantee....................................     82
Section 11.05      Guarantors May Consolidate, etc., on Certain Terms..........................     82
Section 11.06      Releases....................................................................     83

                                          ARTICLE 12.
                                   satisfaction and discharge

Section 12.01      Satisfaction and Discharge..................................................     84
Section 12.02      Application of Trust Money..................................................     85

                                          ARTICLE 13.
                                         MISCELLANEOUS

Section 13.01      Trust Indenture Act Controls................................................     85
Section 13.02      Notices.....................................................................     85
Section 13.03      Communication by Holders of Notes with Other Holders of Notes...............     86
Section 13.04      Certificate and Opinion as to Conditions Precedent..........................     86
Section 13.05      Statements Required in Certificate or Opinion...............................     87
Section 13.06      Rules by Trustee and Agents.................................................     87
Section 13.07      No Personal Liability of Directors, Officers, Employees and Stockholders....     87
Section 13.08      Governing Law...............................................................     87
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                 <C>
Section 13.09      No Adverse Interpretation of Other Agreements...............................     87
Section 13.10      Successors..................................................................     87
Section 13.11      Severability................................................................     88
Section 13.12      Counterpart Originals.......................................................     88
Section 13.13      Table of Contents, Headings, etc............................................     88
</TABLE>

                                    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 NOTATION OF GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE

                                       iv

<PAGE>

         INDENTURE dated as of February 4, 2004 among Carmike Cinemas, Inc., a
Delaware corporation (the "Company"), the Guarantors (as defined herein) and
Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined herein) of the 7.500% Senior Subordinated Notes due 2014 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A 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:

                           (1) 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 or is assumed in connection with the acquisition
         of assets from such Person, whether or not such Indebtedness is
         incurred (a) in connection with, or in contemplation of, such other
         Person merging with or into, or becoming a Restricted Subsidiary of,
         such specified Person or (b) in connection with the acquisition of
         assets from such Person; and

                           (2) Indebtedness secured by a Lien encumbering any
         asset acquired by such specified Person, but excluding Indebtedness of
         such other Person that is extinguished, retired or repaid concurrent
         with such other Person becoming a Restricted Subsidiary of, or at the
         time it is merged into or consolidates with, such specified Person or
         at the time of the acquisition of assets from such Person.

         "Additional Notes" means additional Notes (other than the Initial
Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09
hereof, as part of the same series as the Initial Notes.

         "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,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.

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

         "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

                           (1) 1.0% of the principal amount of the note; or

                           (2) the excess of: (a) the present value at such
         redemption date of (i) the redemption price of the note at February 15,
         2009, (such redemption price being set forth in the

<PAGE>

         table in Section 3.07) plus (ii) all required interest payments due on
         the note through February 15, 2009, (excluding accrued but unpaid
         interest to the redemption date), computed using a discount rate equal
         to the Treasury Rate as of such redemption date plus 50 basis points;
         over (b) the principal amount of the note, if greater.

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

         "Asset Acquisition" means:

                           (1) any transaction pursuant to which any Person
         shall become a Restricted Subsidiary of the Company or shall be
         consolidated or merged with the Company or any Restricted Subsidiary of
         the Company; or

                           (2) the acquisition by the Company or any Restricted
         Subsidiary of the Company of assets of any Person comprising a
         division, line of business or theater site of such Person.

         "Asset Sale" means:

                           (1) the sale, lease, conveyance or other disposition
         of any assets or rights; 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 the provisions of this Indenture set forth in Section 4.14
         and/or the provisions set forth in Section 5.01 and not by the
         provisions of the Asset Sale covenant; and

                           (2) the issuance of Equity Interests in any of the
         Company's Restricted Subsidiaries or the sale of Equity Interests in
         any of its Restricted Subsidiaries.

         Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

                           (1) any single transaction or series of related
         transactions that involves assets having a Fair Market Value of less
         than $5.0 million;

                           (2) a transfer of assets between or among the Company
         and its Restricted Subsidiaries (including any Person that becomes a
         Restricted Subsidiary in connection with such transaction);

                           (3) an issuance of Equity Interests by a Restricted
         Subsidiary of the Company to the Company or to a Restricted Subsidiary
         of the Company;

                           (4) the sale or lease of products, services or
         accounts receivable in the ordinary course of business and any sale or
         other disposition of damaged, worn-out or obsolete assets in the
         ordinary course of business;

                           (5) the sale or other disposition of cash or Cash
         Equivalents;

                           (6) a Restricted Payment that does not violate the
         covenant set forth in Section 4.07 or a Permitted Investment;

                                       2

<PAGE>

                           (7) any sale or disposition deemed to occur in
         connection with creating, granting or exercising remedies in respect of
         any Liens pursuant to the covenant set forth in Section 4.12;

                           (8) sales of assets received by the Company or any
         Restricted Subsidiary upon the foreclosure on a Lien; and

                           (9) the lease, assignment or sub-lease of any real or
         personal property in the ordinary course of business.

         "Asset Sale Offer" has the meaning set forth set forth in Section 3.09.

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

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms "Beneficially Owns" and
"Beneficially Owned" shall have a corresponding meaning.

         "Board of Directors" means:

                  (1) with respect to a corporation, the board of directors of
         the corporation or any committee thereof duly authorized to act on
         behalf of such board;

                  (2) with respect to a partnership, the Board of Directors of
         the general partner of the partnership;

                  (3) with respect to a limited liability company, the managing
         member or members or any controlling committee of managing members
         thereof; and

                  (4) with respect to any other Person, the board or committee
         of such Person serving a similar function.

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

         "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 that time be required to be capitalized on a balance sheet in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

         "Capital Stock" means:

                  (1) in the case of a corporation, corporate stock;

                                       3

<PAGE>

                  (2) in the case of an association or business entity, any and
         all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3) in the case of a partnership or limited liability company,
         partnership interests (whether general or limited) or membership
         interests; and

                  (4) 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, but excluding from all
         of the foregoing any debt securities convertible into Capital Stock,
         whether or not such debt securities include any right of participation
         with Capital Stock.

         "Cash Equivalents" means:

                           (1) United States dollars;

                           (2) securities issued or directly and fully
         guaranteed or insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than one year from the date
         of acquisition;

                           (3) marketable direct obligations issued by any state
         of the United States or any political subdivision of any such state or
         any public instrumentality thereof, in each case maturing within one
         year from the date of acquisition, and having, at the time of
         acquisition, a credit rating of at least "A-1" from S&P or at least
         "P-1" from Moody's;

                           (4) certificates of deposit and eurodollar time
         deposits with maturities of one year or less from the date of
         acquisition, bankers' acceptances with maturities not exceeding one
         year and overnight bank deposits, in each case, with any lender party
         to the Credit Agreement or with any domestic commercial bank having
         capital and surplus in excess of $500.0 million and a Thomson Bank
         Watch (or such successor thereto) Rating of "B" or better;

                           (5) repurchase obligations with a term of not more
         than seven days for underlying securities of the types described in
         clauses (2), (3) and (4) above entered into with any financial
         institution meeting the qualifications specified in clause (4) above;

                           (6) commercial paper having one of the two highest
         ratings obtainable from Moody's or S&P and, in each case, maturing
         within one year after the date of acquisition; and

                           (7) money market funds at least 95% of the assets of
         which constitute Cash Equivalents of the kinds described in clauses (1)
         through (6) of this definition.

         "Change of Control" means the occurrence of any of the following:

                           (1) the direct or indirect sale, 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 properties or assets of the Company and its Restricted Subsidiaries
         taken as a whole to any "person" (as that term is used in Section
         13(d)(3) of the Exchange Act) other than to the Principal, a Related
         Party of the Principal, PIA, any of PIA's officers or directors or any
         Affiliate of PIA or any of PIA's officers or directors (collectively,
         the "Permitted Holders");

                                       4

<PAGE>

                           (2) the adoption of a plan relating to the
         liquidation or dissolution of the Company; or

                           (3) the consummation of any transaction (including,
         without limitation, any merger or consolidation) the result of which is
         that any "person" (as defined above), other than the Permitted Holder
         or any direct or indirect Subsidiary of any Permitted Holder or any
         Permitted Group, becomes the Beneficial Owner, directly or indirectly,
         of more than 50% of the Voting Stock of the Company, measured by voting
         power rather than number of shares.

         "Clearstream" means Clearstream Banking, S.A.

         "Company" means Carmike Cinemas, Inc. and any and all successors
thereto.

         "Concurrent Equity Offering" means the offer and sale by the Company of
its common stock pursuant to a registration statement on Form S-1 (No.
333-90028) to be consummated on or before the date of this Indenture, including
any shares of common stock sold after the date of this Indenture pursuant to the
underwriters' over-allotment option provided therein.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus
(or in the case of clause 11 below, minus), without duplication, the following
items to the extent deducted (or added) in computing Consolidated Net Income for
such period:

                           (1) an amount equal to any extraordinary loss plus
         any net loss realized by such Person or any of its Restricted
         Subsidiaries in connection with an Asset Sale; plus

                           (2) provision for taxes based on income or profits of
         such Person and its Restricted Subsidiaries for such period; plus

                           (3) the Fixed Charges of such Person and its
         Restricted Subsidiaries for such period; plus

                           (4) depreciation, amortization (including
         amortization of intangibles but excluding amortization of prepaid cash
         expenses that were paid in a prior period) and other non-cash expenses
         (excluding any such non-cash expense to the extent that it represents
         an accrual of or reserve for cash expenses in any future period or
         amortization of a prepaid cash expense that was paid in a prior period)
         of such Person and its Restricted Subsidiaries for such period; plus

                           (5) unusual or nonrecurring charges or expenses; plus

                           (6) non-cash compensation charges and charges related
         to the expensing of stock options; plus

                           (7) charges for the write-off of unamortized debt
         costs; plus

                           (8) charges for the impairment of assets; plus

                           (9) restructuring charges incurred in connection with
         the closure of theatres determined to be underperforming by the Board
         of Directors of the Company in its sole discretion; plus

                                       5

<PAGE>

                           (10) upfront expenses resulting from equity
         offerings, investments, mergers, recapitalizations, option buyouts,
         Dispositions, Asset Acquisitions and similar transactions; minus

                           (11) non-cash items increasing such Consolidated Net
         Income for such period, other than the accrual of revenue in the
         ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

         Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Company will be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company only to
the extent that 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, except to the extent that such Net Income is actually paid to the
Company or its Restricted Subsidiaries by loans, advances, inter-company
transfers, principal repayments or otherwise.

         "Consolidated Net Income" means, with respect to any specified 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:

                           (1) the Net Income (or loss) of any Person that is
         not a Restricted Subsidiary or that is accounted for by the equity
         method of accounting will be included only to the extent of the amount
         of dividends or distributions paid in cash or to the extent converted
         into cash to the specified Person or a Restricted Subsidiary of the
         Person;

                           (2) the Net Income of any Restricted Subsidiary will
         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 its
         stockholders, except to the extent that such Net Income is actually
         paid to the Company or its Restricted Subsidiaries by loans, advances,
         inter-company transfers, principal repayments or otherwise;

                           (3) the cumulative effect of a change in accounting
         principles will be excluded; and

                           (4) notwithstanding clause (1) above, the Net Income
         of any Unrestricted Subsidiary will be excluded, whether or not
         distributed to the specified Person or one of its Subsidiaries.

         "Consolidated Net Tangible Assets" means total assets after deducting:

                           (1) all current liabilities;

                           (2) any item representing investments in Unrestricted
         Subsidiaries; and

                                       6

<PAGE>

                           (3) all goodwill, trade names, trademarks, patents,
         unamortized debt discount, organization expenses and other like
         intangibles,

all as set forth on the most recent internal balance sheet of the Company and
its consolidated Restricted Subsidiaries and computed in accordance with GAAP.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means that certain new revolving credit facility
providing for up to $50.0 million of revolving credit borrowings and that
certain new term loan facility providing for a $100.0 million term loan by and
among the Company, Goldman Sachs Credit Partners L.P., the other credit parties
thereto and the lenders signatory thereto from time to time, including any
related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, and, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time.

         "Credit Facilities" means, one or more debt facilities or financings
(including, without limitation, the Credit Agreement) or commercial paper
facilities or financings, in each case, with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

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

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

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

         "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:

                           (1) any Indebtedness outstanding under the Credit
         Agreement; and

                           (2) after payment in full of all Obligations under
         the Credit Agreement, any other Senior Debt permitted under this
         Indenture the principal amount of which is $25.0 million or more and
         that has been designated by the Company as "Designated Senior Debt."

                                       7

<PAGE>

         "Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, assignment, or transfer,
lease, conveyance or other disposition of all or substantially all of such
Person's assets or Capital Stock.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of the Capital Stock),
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 of the Capital Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will 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. The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that the Company and its Restricted Subsidiaries may become
obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends.

         "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia.

         "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).

         "Equity Offering" means any private or public offering of Qualified
Capital Stock of the Company other than the Concurrent Equity Offering.

         "Euroclear" means Euroclear Bank, S.A./N.V., 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 all Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under any Credit Facility) in
existence on the date of this Indenture, until such amounts are repaid.

         "Fair Market Value" means the value that would be paid by a willing
buyer to an unaffiliated willing seller in a transaction not involving distress
or necessity of either party, determined in good faith by the Board of Directors
of the Company (unless otherwise provided in this Indenture).

         "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person

                                       8

<PAGE>

for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases
or otherwise discharges any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or 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 will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or
redemption of Preferred Stock, and the use of the proceeds therefrom, as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                           (1) acquisitions that have been made by the specified
         Person or any of its Restricted Subsidiaries, including through mergers
         or consolidations, or any Person or any of its Restricted Subsidiaries
         acquired by the specified Person or any of its Restricted Subsidiaries,
         and including any related financing transactions and including
         increases in ownership of Restricted Subsidiaries, during the
         four-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation Date will be given pro forma effect
         as if they had occurred on the first day of the four-quarter reference
         period and any pro forma calculations shall be determined in good faith
         by the chief financial officer of the Company;

                           (2) the Consolidated Cash Flow attributable to
         discontinued operations, as determined in accordance with GAAP, and
         operations or businesses (and ownership interests therein) disposed of
         prior to the Calculation Date, will be excluded;

                           (3) the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses (and ownership interests therein) disposed of prior to the
         Calculation Date, will be excluded, but only to the extent that the
         obligations giving rise to such Fixed Charges will not be obligations
         of the specified Person or any of its Restricted Subsidiaries following
         the Calculation Date;

                           (4) any Person that is a Restricted Subsidiary on the
         Calculation Date will be deemed to have been a Restricted Subsidiary at
         all times during such four-quarter reference period;

                           (5) any Person that is not a Restricted Subsidiary on
         the Calculation Date will be deemed not to have been a Restricted
         Subsidiary at any time during such four-quarter reference period; and

                           (6) if any Indebtedness bears a floating rate of
         interest, the interest expense on such Indebtedness will be calculated
         as if the weighted average interest rate that would have been
         applicable to such Indebtedness over the latest 12-month period ending
         on the calendar month immediately prior to the Calculation Date had
         been the applicable rate on such Indebtedness for the entire reference
         period (taking into account any Hedging Obligation applicable to such
         Indebtedness if such Hedging Obligation has a remaining term as at the
         Calculation Date in excess of 12 months).

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

                                       9

<PAGE>

                           (1) the consolidated interest expense of such Person
         and its Restricted Subsidiaries for such period, whether paid or
         accrued, including, without limitation, amortization of debt issuance
         costs and original issue discount, non-cash interest payments, the
         interest component of any deferred payment obligations, the interest
         component of all payments associated with Capital Lease Obligations,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Hedging Obligations
         in respect of interest rates; plus

                           (2) the consolidated interest expense of such Person
         and its Restricted Subsidiaries that was capitalized during such
         period; plus

                           (3) any interest 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;
         plus

                           (4) the product of (a) all dividends, whether paid or
         accrued and whether or not in cash, on any series of Preferred Stock of
         such Person or any of its Restricted Subsidiaries, other than dividends
         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, determined on a consolidated
         basis in accordance with GAAP.

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

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depositary or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d) or 2.06(f) hereof.

         "Government Securities" means direct obligations of, or obligations
guaranteed or insured 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 (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

         "Guarantors" means each of:

                           (1) the Company's current Domestic Subsidiaries; and

                                       10

<PAGE>

                           (2) any other subsidiary that executes a Note
         Guarantee in accordance with the provisions of this Indenture;

and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

         (1)      interest rate swap agreements (whether from fixed to floating
                  or from floating to fixed), interest rate cap agreements and
                  interest rate collar agreements;

         (2)      other agreements or arrangements designed to manage interest
                  rates or interest rate risk; and

         (3)      other agreements or arrangements designed to protect such
                  Person against fluctuations in currency exchange rates or
                  commodity prices.

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

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent and without duplication:

                           (1) in respect of borrowed money;

                           (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                           (3) in respect of banker's acceptances;

                           (4) representing Capital Lease Obligations;

                           (5) representing the balance deferred and unpaid of
         the purchase price of any property or services due more than six months
         after such property is acquired or such services are completed, except
         any such balance that constitutes an accrued expense or trade payable,
         or similar obligations to trade creditors; or

                           (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

         Notwithstanding the foregoing, "Indebtedness" shall not include (1)
advance payments by customers in the ordinary course of business for services or
products to be provided or delivered in the future or (2) deferred taxes.

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

                                       11

<PAGE>

         "Independent Financial Advisor" means an accounting, appraisal,
investment banking firm or consultant of nationally recognized standing that is,
in the judgment of the Board of Directors, qualified to perform the task for
which it has been engaged.

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

         "Initial Notes" means the first $150 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

         "Initial Purchasers" means Goldman, Sachs & Co., Bear, Stearns & Co.
Inc., UBS Securities LLC, Harris Nesbitt Corp. and Jefferies & Company, Inc.

         "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 or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of
the Company's Investments in such Subsidiary that were not sold or disposed of
in an amount determined as provided in the last paragraph of the covenant set
forth in Section 4.07. The acquisition by the Company or any Subsidiary of the
Company of a Person that holds an Investment in a third Person will be deemed to
be an Investment by the Company or such Subsidiary in such third Person in an
amount equal to the Fair Market Value of the Investments held by the acquired
Person in such third Person in an amount determined as provided in the last
paragraph of the covenant set forth in Section 4.07. Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at
the time the Investment is made and without giving effect to subsequent changes
in value.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized or
required 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.

                                       12

<PAGE>

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

         "Net Income" means, with respect to any specified 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:

                           (1) any gain (or loss), together with any related
         provision for taxes on such gain (or loss), realized in connection
         with: (a) any Asset Sale; 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

                           (2) any extraordinary gain (or loss), together with
         any related provision for taxes on such extraordinary gain (or 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
(1) 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 of the Asset Sale, (2) taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, (3)
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale, (4) any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP, (5) all distributions and other payments required to be made to any Person
owning a beneficial interest in assets subject to sale or minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Sale, (6)
any reserve, established 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 of the Company after such Asset Sale, and
(7) any portion of the purchase price from an Asset Sale placed in escrow
(whether as a reserve for adjustment of the purchase price, for satisfaction of
indemnities in respect of such Asset Sale or otherwise in connection with such
Asset Sale); provided, however, that upon the termination of such escrow, Net
Proceeds will be increased by any portion of funds therein released to the
Company or any Restricted Subsidiary.

         "Non-Recourse Debt" means Indebtedness:

                           (1) 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

                           (2) no default with respect to which (including any
         rights that the holders of the Indebtedness 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
         (other than the Notes) of the Company or any of its Restricted
         Subsidiaries to declare a default on such other Indebtedness or cause
         the payment of such other Indebtedness of the Company or any of its
         Restricted Subsidiaries to be accelerated or payable prior to its
         Stated Maturity.

                                       13

<PAGE>

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

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

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

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

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company by one Officer 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 13.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 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
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means any business conducted by the Company or its
Restricted Subsidiaries on the date of this Indenture and any business related,
ancillary or complementary to, or a reasonable extension of, the business of the
Company or its Restricted Subsidiaries on the date of this Indenture.

         "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) by
virtue of the Stockholders Agreement, as the same may be amended, modified or
supplemented from time to time, provided that no single Person (other than the
Principal and the Principal's Related Parties) Beneficially Owns (together with
its Affiliates) more of the Voting Stock of the Company that is Beneficially
Owned by such group of investors than is then collectively Beneficially Owned by
the Principal and the Principal's Related Parties in the aggregate.

         "Permitted Investments" means:

                           (1) any Investment in the Company or in a Restricted
         Subsidiary of the Company that is a Guarantor;

                           (2) any Investment in Cash Equivalents;

                           (3) any Investment by the Company or any Restricted
         Subsidiary of the Company in a Person, if as a result of such
         Investment:

                                       14

<PAGE>

                                    (a) such Person becomes a Restricted
                  Subsidiary of the Company and a Guarantor; or

                                    (b) 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 that is a
                  Guarantor;

                           (4) any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with the covenant set forth in Section 4.10;

                           (5) any acquisition of assets or Capital Stock solely
         in exchange for the issuance of Equity Interests (other than
         Disqualified Stock) of the Company;

                           (6) any Investments received in compromise or
         resolution of (a) obligations of trade creditors or customers that were
         incurred in the ordinary course of business of the Company or any of
         its Restricted Subsidiaries, including pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or insolvency
         of any trade creditor or customer; or (b) litigation, arbitration or
         other disputes with Persons who are not Affiliates;

                           (7) Investments represented by Hedging Obligations;

                           (8) repurchases of the Notes;

                           (9) Investments constituting loans, advances or
         extensions of credit to employees and consultants in the ordinary
         course of business in an amount not to exceed $2.0 million at any time
         outstanding;

                           (10) Investments in existence on the date of this
         Indenture and an Investment in any Person to the extent such Investment
         replaces or refinances an Investment in such Person existing on the
         date of this Indenture in an amount not exceeding the amount of the
         Investment being replaced or refinanced; provided, however, that the
         new Investment is on terms and conditions no less favorable than the
         Investment being renewed or replaced; and

                           (11) Investments in Permitted Businesses since the
         date of this Indenture not to exceed an amount equal to the greater of
         (1) $10.0 million or (2) 2.5% of the Consolidated Net Tangible Assets
         of the Company and its Restricted Subsidiaries at any one time
         outstanding (each such Investment being measured as of the date made
         and without giving effect to subsequent changes in value).

         "Permitted Junior Securities" means:

                           (1) Equity Interests in the Company or any Restricted
         Subsidiary; or

                           (2) 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 and the Note Guarantees are subordinated to Senior Debt under
         this Indenture.

         "Permitted Liens" means:

                                       15

<PAGE>

                           (1) Liens securing Senior Debt;

                           (2) Liens on assets of Restricted Subsidiaries to
         secure Indebtedness of Restricted Subsidiaries that was permitted by
         the terms of this Indenture to be incurred;

                           (3) Liens in favor of the Company or a Restricted
         Subsidiary;

                           (4) Liens on property of a Person existing at the
         time such Person is merged with or into or consolidated with the
         Company or any Restricted Subsidiary of the Company; provided that such
         Liens were in existence prior to the contemplation of such merger or
         consolidation and do not extend to any assets other than those of the
         Person merged into or consolidated with the Company or the Restricted
         Subsidiary;

                           (5) Liens on assets (including Capital Stock)
         existing at the time of acquisition of the assets by the Company or any
         Subsidiary of the Company; provided that such Liens were in existence
         prior to, such acquisition, and not incurred in contemplation of, such
         acquisition;

                           (6) 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;

                           (7) Liens to secure Indebtedness (including Capital
         Lease Obligations) permitted by clause Section 4.09(b)(4);

                           (8) Liens existing on the date of this Indenture;

                           (9) 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 is required in conformity with GAAP has been
         made therefor;

                           (10) Liens imposed by law, such as carriers',
         warehousemen's, landlords' and mechanics' Liens, in each case, incurred
         in the ordinary course of business;

                           (11) survey exceptions, easements or reservations of,
         or rights of others for, licenses, rights-of-way, sewers, electric
         lines, telegraph and telephone lines and other similar purposes, or
         zoning or other restrictions as to the use of real property that were
         not incurred in connection with Indebtedness and that do not in the
         aggregate materially adversely affect the value of said properties or
         materially impair their use in the operation of the business of such
         Person;

                           (12) Liens created for the benefit of (or to secure)
         the Notes (or the Note Guarantees) or payment obligations to the
         Trustee;

                           (13) Liens to secure any Permitted Refinancing
         Indebtedness permitted to be incurred under this Indenture; provided,
         however, that:

                                    (a) the new Lien shall be limited to all or
                  part of the same property and assets that secured or, under
                  the written agreements pursuant to which the original Lien

                                       16

<PAGE>

                  arose, could secure the original Lien (plus improvements and
                  accessions to, such property or proceeds or distributions
                  thereof); and

                                    (b) the Indebtedness secured by the new Lien
                  is not increased to any amount greater than the sum of (x) the
                  outstanding principal amount, or, if greater, committed
                  amount, of the Permitted Refinancing Indebtedness and (y) an
                  amount necessary to pay any fees and expenses, including
                  premiums, related to such renewal, refunding, refinancing,
                  replacement, defeasance or discharge;

                           (14) Liens which are not overdue for more than 60
         days, pledges and deposits incurred in the ordinary course of business
         in connection with workers' compensation and unemployment insurance,
         social security obligations, assessments or governmental charges;

                           (15) pledges or deposits by such Person, or good
         faith deposits in connection with bids, tenders, contracts (other than
         for the payment of Indebtedness) or leases, subleases or licenses to
         which such Person is a party, or deposits to secure public or statutory
         obligations of such Person or deposits or cash or United States
         government bonds to secure surety or appeal bonds to which such Person
         is a party, or deposits as security for contested taxes or import or
         customs duties or for the payment of rent, in each case incurred in the
         ordinary course of business;

                           (16) Liens securing Hedging Obligations so long as
         the related Indebtedness is, and is permitted to be, incurred under
         this Indenture;

                           (17) licenses, leases and subleases of real or
         personal property which do not materially interfere with the ordinary
         conduct of the business of the Company or any of its Restricted
         Subsidiaries;

                           (18) 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 have not been finally terminated or the period within
         which such proceedings may be initiated has not expired; and

                           (19) Liens incurred in the ordinary course of
         business of the Company or any Restricted Subsidiary with respect to
         obligations that do not exceed $25.0 million at any one time
         outstanding.

         "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 other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                           (1) the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness so extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest thereon and the amount of all
         customary expenses and premiums incurred in connection therewith);

                           (2) 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

                                       17

<PAGE>

         the Weighted Average Life to Maturity of, the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded;

                           (3) 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

                           (4) 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, limited
liability company or government or other entity.

         "PIA" means the Goldman Sachs Group, Inc. and its Affiliates.

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

         "Principal" means Michael W. Patrick.

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

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

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 4, 2004, among the Company, the Guarantors and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

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

         "Regulation S Global Note" means a Global Note substantially in the
form of Exhibit A 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 Notes sold in reliance on Rule 903 of
Regulation S.

         "Related Party" means:

                           (1) any controlling stockholder, 80% (or more) owned
         Subsidiary, or immediate family member (in the case of an individual)
         of the Principal; or

                                       18

<PAGE>

                           (2) any trust, corporation, partnership or other
         entity, the beneficiaries, stockholders, partners, owners or Persons
         beneficially holding an 80% or more controlling interest of which
         consist of the Principal and/or such other Persons referred to in the
         immediately preceding clause (1).

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

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

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

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

         "Restricted Investments" means any Investment other than a Permitted
Investment.

         "Restricted Period" means the 40-day distribution compliance 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 under the Securities Act.

         "S&P" means Standard & Poor's Ratings Group.

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means:

                           (1) all Indebtedness of the Company or any Guarantor
         outstanding under Credit Facilities, 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 Note
         Guarantee and all Hedging Obligations with respect thereto;

                           (2) any other Indebtedness of the Company or any
         Guarantor permitted to be incurred 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 Note Guarantee; and

                                       19

<PAGE>

                           (3) all Obligations with respect to the items listed
         in the preceding clauses (1) and (2).

         Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:

                           (1) any liability for federal, state, local or other
         taxes owed or owing by the Company or any of its Restricted
         Subsidiaries;

                           (2) any intercompany Indebtedness of the Company to
         any of its Restricted Subsidiaries;

                           (3) any trade payables; or

                           (4) the portion of any Indebtedness that is incurred
         in violation of this Indenture.

         A distribution may consist of cash, securities, or other property, by
set-off or otherwise.

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

         "Significant Restricted Subsidiary" means any Restricted Subsidiary
that would be a Significant Subsidiary.

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

         "Special Interest" means all Special Interest then owing pursuant to
Section 2 of the Registration Rights Agreement.

         "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.

         "Stockholders Agreement" means that certain Stockholders Agreement by
and among the Company and Michael W. Patrick, GS Capital Partners III, L.P., GS
Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH,
Bridge Street Fund 1998, L.P., Stone Street Fund 1998, L.P., The Jordan Trust,
TJT(B), TJT(B) (Bermuda) Investment Company LTD, David W. Zalaznick and Barbara
Zalaznick, as joint tenants, Leucadia Investors, Inc. and Leucadia National
Corporation, dated as of January 31, 2002, as amended and in effect on the date
of this Indenture.

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

                           (1) 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 and after giving effect to any voting agreement or
         stockholders' agreement that effectively transfers voting power) to
         vote in the election of directors, managers or trustees of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or

                                       20

<PAGE>

         indirectly, by that Person or one or more of the other Subsidiaries of
         that Person (or a combination thereof); and

                           (2) any partnership (a) the sole general partner or
         the managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

         "Surviving Person" means, with respect to any Person involved in or
that makes any Disposition, the Person formed by or surviving such Disposition
or the Person to which such Disposition is made.

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

         "Treasury Rate" means, as of any redemption date, the yield to maturity
as of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to February 15, 2009;
provided, however, that if the period from the redemption date to February 15,
2009, is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.

         "Trustee" means the party named as such in the preamble to this
Indenture 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 Global Note that does not bear and
is not required to bear the Private Placement Legend.

         "Unrestricted Definitive Note" means a Definitive Note that does not
bear and is not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:

                           (1) has no Indebtedness other than Non-Recourse Debt;

                           (2) except as permitted by the covenant set forth in
         Section 4.11, 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;

                           (3) is a Person with respect to which neither the
         Company nor any of its Restricted Subsidiaries has any direct or
         indirect obligation (a) to subscribe for additional Equity Interests or
         (b) to maintain or preserve such Person's financial condition or to
         cause such Person to achieve any specified levels of operating results;
         and

                           (4) has not guaranteed or otherwise directly or
         indirectly provided credit support for any Indebtedness of the Company
         or any of its Restricted Subsidiaries.

                                       21

<PAGE>

         "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
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:

                           (1) 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

                           (2) the then outstanding principal amount of such
         Indebtedness.

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

Section 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                      Section
----                                                                                      -------
<S>                                                                                       <C>
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.09
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.14
"Change of Control Payment".........................................................       4.14
"Change of Control Payment Date"....................................................       4.14
"Covenant Defeasance"...............................................................       8.03
"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
"Permitted Debt"....................................................................       4.09
"Payment Blockage Notice"...........................................................      10.03
"Payment Default" ..................................................................       6.01
"Purchase Date".....................................................................       3.09
"Registrar".........................................................................       2.03
"Restricted Payments"...............................................................       4.07
</TABLE>

Section 1.03      Incorporation by Reference of Trust Indenture Act.

                                       22

<PAGE>

         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 Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note 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) "will" shall be interpreted to express a command;

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

                  (7) references to sections of or rules under the Securities
         Act will be deemed to include substitute, replacement of 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
will 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 will 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 will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery

                                       23

<PAGE>

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 will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents 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 will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

Section 2.02      Execution and Authentication.

         At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

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

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

         The Trustee will, upon receipt of a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate the Notes for original
issue that may be validly issued under this Indenture, including any Additional
Notes. The aggregate principal amount of Notes outstanding at any time may not
exceed the aggregate principal amount of Notes authorized for issuance by the
Company pursuant to one or more Authentication Orders, except as provided in
Section 2.08 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate the 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 will 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 will 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 will 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.

                                       24

<PAGE>

         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 Custodian with respect to the Global Notes.

Section 2.04      Paying Agent to Hold Money in Trust.

         The Company will 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 Special Interest, 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) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will 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 will serve as Paying Agent for the Notes.

Section 2.05      Holder Lists.

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

Section 2.06      Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

                  (1) 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; or

                  (2) the Company in its sole discretion determines that the
         Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; or

                  (3) there has occurred and is continuing a Default or Event of
         Default with respect to the Notes.

         Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged

                                       25

<PAGE>

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 will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will 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 will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (1) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the 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)(1).

                  (2) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(1) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either:

                           (A) both:

                                    (i) 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

                                    (ii) instructions given in accordance with
                           the Applicable Procedures containing information
                           regarding the Participant account to be credited with
                           such increase; or

                           (B) both:

                                    (i) 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

                                    (ii) instructions given by the Depositary to
                           the Registrar containing information regarding the
                           Person in whose name such Definitive Note shall be

                                       26

<PAGE>

                           registered to effect the transfer or exchange
                           referred to in (1) above. 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)(2) shall be deemed to have been
                           satisfied upon receipt by the Registrar of the
                           instructions contained in the Letter of Transmittal
                           delivered by the Holder of such beneficial interests
                           in the Restricted Global Notes. Upon satisfaction of
                           all of the requirements for transfer or exchange of
                           beneficial interests in Global Notes contained in
                           this Indenture and the Notes or otherwise applicable
                           under the Securities Act, the Trustee shall adjust
                           the principal amount of the relevant Global Note(s)
                           pursuant to Section 2.06(h) hereof.

                  (3) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes 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)(2) above and the
         Registrar receives the following:

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

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in 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, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable.

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(2) 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 (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

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

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

                           (D) the Registrar receives the following:

                                       27

<PAGE>

                                    (i) 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

                                    (ii) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel (subject to customary
                  qualifications and exclusions) in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 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 (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

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

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

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

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

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144, a

                                       28

<PAGE>

                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(a) thereof;

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable 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)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

                  (2) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial 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 (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

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

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

                           (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for an Unrestricted
                           Definitive

                                       29

<PAGE>

                           Note, a certificate from such holder in the form of
                           Exhibit C hereto, including the certifications in
                           item (1)(b) thereof; or

                                    (ii) 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 an
                           Unrestricted Definitive Note, a certificate from such
                           holder in the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel (subject to customary
                  qualifications and exclusions) in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (3) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for 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)(2) hereof, the Trustee will cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company will execute and the Trustee
         will 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)(3) will be registered in such name or names and
         in such authorized denomination or denominations as the holder of such
         beneficial interest requests through instructions to the Registrar from
         or through the Depositary and the Participant or Indirect Participant.
         The Trustee will 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)(3)
         will not bear the Private Placement Legend.

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

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

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

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

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

                                       30

<PAGE>

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

                           (E) 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 those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F) if such 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; or

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

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

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

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and 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 (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

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

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

                           (D) the Registrar receives the following:

                                    (i) 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

                                       31

<PAGE>

                                    (ii) 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 (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel (subject to customary
                  qualifications and exclusions) in form reasonably acceptable
                  to the Registrar 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)(2), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

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

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will 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 will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

                           (A) if the transfer will be made pursuant to Rule
                  144A, 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

                                       32

<PAGE>

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

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

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and 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 (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

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

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

                           (D) the Registrar receives the following:

                                    (i) 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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel (subject to
                  customary qualifications and exclusions) in form reasonably
                  acceptable to the Registrar to the effect that such exchange
                  or transfer is in compliance with the Securities Act and that
                  the restrictions on transfer contained herein and in the
                  Private Placement Legend are no longer required in order to
                  maintain compliance with the Securities Act.

                  (3) 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 will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                                       33

<PAGE>

                  (1) 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 accepted for exchange in the
         Exchange Offer by Persons that certify in the applicable Letters of
         Transmittal that (A) they are not Broker-Dealers, (B) they are not
         participating in a distribution of the Exchange Notes and (C) they are
         not affiliates (as defined in Rule 144) of the Company; and

                  (2) Unrestricted Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Restricted Definitive Notes
         accepted for exchange in the Exchange Offer by Persons that certify in
         the applicable Letters of Transmittal that (A) they are not
         Broker-Dealers, (B) they are not participating in a distribution of the
         Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
         of the Company.

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

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

                  (1) Private Placement Legend.

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

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(4),
                  (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) will not bear the Private Placement
                  Legend.

                  (2) Global Note Legend. Each Global Note will bear a legend in
         substantially the following form:

                                       34

<PAGE>

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

         (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 will 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 will be
reduced accordingly and an endorsement will 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 will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (1) To permit registrations of transfers and exchanges, the
         Company will execute and the Trustee will authenticate Global Notes and
         Definitive Notes upon receipt of an Authentication Order in accordance
         with Section 2.02 hereof or at the Registrar's request.

                  (2) No service charge will 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

                                       35

<PAGE>

         charge payable upon exchange or transfer pursuant to Sections 2.10,
         3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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

                  (4) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will 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.

                  (5) Neither the Registrar nor the Company will 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 selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

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

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

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

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

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

                                       36

<PAGE>

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(a) 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 protected 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 will be deemed to be no longer outstanding and will 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 any Guarantor, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Notes that the Trustee knows are so
owned will 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,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate Definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes will 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 will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will destroy
canceled Notes (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all canceled Notes will 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.

                                       37

<PAGE>

         If the Company defaults in a payment of interest on the Notes, it will
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 will 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 will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may 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) will 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 must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                  (1) the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2) the redemption date;

                  (3) the principal amount of Notes to be redeemed; and

                  (4) the redemption price.

Section 3.02      Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase on a pro rata basis except:

                  (1) if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2) if otherwise required by law.

         In the event of partial redemption or purchase, the particular Notes to
be redeemed or purchased will be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption or purchase date by
the Trustee from the outstanding Notes not previously called for redemption or
purchase.

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

                                       38

<PAGE>

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 will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture
hereof.

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

                  (1) the redemption date;

                  (2) the redemption price;

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

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

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

                  (6) 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;

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

                  (8) 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 will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has 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. A notice of redemption may not be
conditional.

Section 3.05      Deposit of Redemption or Purchase Price.

         One Business Day prior to the redemption or purchase date, the Company
will deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Special Interest,
if any, on all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent will promptly return to the Company any money deposited with
the Trustee

                                       39

<PAGE>

or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest and Special Interest, if
any, on, all Notes redeemed or purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased 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 or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase 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 or Purchased in Part.

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

Section 3.07      Optional Redemption.

         (a) At any time prior to February 15, 2007, the Company may at its
option on any one or more occasions redeem up to 35% of the aggregate principal
amount of Notes issued under this Indenture at a redemption price of 107.500% of
the principal amount thereof, plus accrued and unpaid interest and Special
Interest, if any, to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that:

                  (1) at least 65% of the aggregate principal amount of Notes
         originally issued under this Indenture (excluding Notes held by the
         Company and its Subsidiaries) remains outstanding immediately after the
         occurrence of such redemption; and

                  (2) the redemption occurs within 90 days of the date of the
         closing of such Equity Offering.

         (b) Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to February 15, 2009.

         (c) At any time prior to February 15, 2009, the Company may also, on
one or more occasions, redeem all or a part of the Notes, upon not less than 30
nor more than 60 days prior notice mailed by first-class mail to each Holder's
registered address, at a redemption price equal to 100% of the principal amount
of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Special Interest, if any, to the applicable date of redemption,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date. The Applicable Premium will be
determined by the Company.

         (d) On or after February 15, 2009, the Company may redeem all or a part
of the Notes upon not less than 30 nor more than 60 days' prior notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Special Interest, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
February 15 of the

                                       40

<PAGE>

years indicated below subject to the rights of Holders of Notes on the relevant
record date to receive interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                     Percentage
----                                     ----------
<S>                                      <C>
2009................................      103.750%
2010................................      102.500%
2011................................      101.250%
2012 and thereafter.................      100.000%
</TABLE>

         Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

         The Company may acquire Notes by means other than a redemption, whether
by tender offer, open market purchases, negotiated transactions or otherwise, in
accordance with applicable securities laws, so long as such acquisitions do not
otherwise violate the terms of this Indenture.

         (e) 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 is not 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 is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain
open for a period of at least 20 Business Days following its commencement and
not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than three Business
Days after the termination of the Offer Period (the "Purchase Date"), the
Company will apply all Excess Proceeds (the "Offer Amount") to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased will 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 and
Special Interest, if any, will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

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

                                       41

<PAGE>

                  (1) 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 will remain open;

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

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

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

                  (5) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may elect to have Notes purchased in integral
         multiples of $1,000 only;

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

                  (7) that Holders will be entitled to withdraw their election
         if the Company, the Depositary or the Paying Agent, as the case may be,
         receives, not later than the 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;

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

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

         On or before the Purchase Date, the Company will, 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 will
deliver or cause to be delivered to the Trustee the Notes properly accepted
together with 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, will 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, will promptly issue a new Note, and the Trustee,
upon written request from the Company will authenticate and mail or deliver (or
cause to be transferred by book entry) 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 will publicly announce the results of the Asset Sale
Offer on, or as soon as practicable after, the Purchase Date.

                                       42

<PAGE>

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
Section 3.09 hereof by virtue of such compliance.

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

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Notes.

         The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any, will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Company will pay all Special Interest, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

         The Company will 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 will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02      Maintenance of Office or Agency.

         The Company will 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 will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails 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 will 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 will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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

                                       43

<PAGE>

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 will furnish to the Holders of
Notes or cause the Trustee to furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations:

                  (1) all quarterly and annual reports that would be required to
         be filed with the SEC on Forms 10-Q and 10-K if Carmike were required
         to file such reports; and

                  (2) all current reports that would be required to be filed
         with the SEC on Form 8-K if Carmike were required to file such reports.

         All such reports will be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports.
Each annual report on Form 10-K will include a report on Carmike's consolidated
financial statements by Carmike's certified independent accountants. In
addition, Carmike will file a copy of each of the reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the rules and regulations applicable to such reports (unless the
SEC will not accept such a filing) and will post the reports on its website
within those time periods.

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, the Company will file a copy
of each of the reports referred to in clauses (1) and (2) above with the SEC for
public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a
filing) and will post the reports on its website within those time periods. The
Company will at all times comply with TIA Section 314(a).

         If, at any time, the Company is no longer subject to the periodic
reporting requirements of the Exchange Act for any reason, the Company will
nevertheless continue filing the reports specified in the preceding paragraphs
of this Section 4.03 with the SEC within the time periods specified above unless
the SEC will not accept such a filing. The Company will not take any action for
the purpose of causing the SEC not to accept any such filings. If,
notwithstanding the foregoing, the SEC will not accept the Company's filings for
any reason, the Company will post the reports referred to in the preceding
paragraphs on its website within the time periods that would apply if the
Company were required to file those reports with the SEC.

         (b) If the Company has designated any of its Significant Subsidiaries
or any group of Subsidiaries, which, taken together, would constitute a
Significant Subsidiary, as Unrestricted Subsidiaries, then the quarterly and
annual financial information required by the preceding paragraphs will include a
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

         (c) For so long as any Notes remain outstanding, if at any time they
are not required to file with the SEC the reports required by paragraphs (a) and
(b) of this Section 4.03, the Company and the Guarantors will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

Section 4.04      Compliance Certificate.

                                       44

<PAGE>

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has 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 year-end financial
statements delivered pursuant to Section 4.03 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) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, promptly 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 will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06      Stay, Extension and Usury Laws.

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

Section 4.07      Restricted Payments.

                                       45

<PAGE>

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

                  (1) declare or pay any dividend or make any other 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 and other than dividends or
         distributions payable to the Company or a Restricted Subsidiary of the
         Company);

                  (2) purchase, redeem or otherwise acquire or retire for value
         (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any direct or indirect parent of the Company;

                  (3) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness of the Company or any Guarantor that is contractually
         subordinated to the Notes or the Note Guarantees (excluding any
         intercompany Indebtedness between or among the Company and any of its
         Restricted Subsidiaries), except a payment of interest or principal at
         the Stated Maturity thereof; or

                  (4) make any Restricted Investment (all such payments and
         other actions set forth in clauses (1) through (4) above being
         collectively referred to as "Restricted Payments"),

         unless, at the time of and after giving effect to such Restricted
Payment:

                  (1) no Default or Event of Default has occurred and is
         continuing; and

                  (2) 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; and

                  (3) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries since the date of this Indenture (excluding
         Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7),
         (8), (9), (10), and (11) of Section 4.07(b)) is less than the sum,
         without duplication, of:

                           (A) 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 the 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

                           (B) 100% of the aggregate net proceeds, including the
                  fair market value of the property other than cash, received by
                  the Company since the date of the indenture as a contribution
                  to its common equity capital or from the issue or sale of
                  Equity Interests of the Company (other than in connection with
                  the Concurrent Equity Offering and other

                                       46

<PAGE>

                  than Disqualified Stock) or from the issue or sale of
                  convertible or exchangeable Disqualified Stock or convertible
                  or exchangeable debt securities of the Company that have been
                  converted into or exchanged for such Equity Interests (other
                  than Equity Interests (or Disqualified Stock or debt
                  securities) sold to a Subsidiary of the Company); plus

                           (C) to the extent that any Restricted Investment that
                  was made after the date of this Indenture is sold for cash or
                  otherwise liquidated or repaid for cash, the cash return of
                  capital with respect to such Restricted Investment (less the
                  cost of disposition, if any); plus

                           (D) to the extent that any Unrestricted Subsidiary of
                  the Company, designated as such after the date of this
                  Indenture, is redesignated as a Restricted Subsidiary or
                  merges into a Restricted Subsidiary or transfers its assets to
                  a Restricted Subsidiary after the date of this Indenture, the
                  lesser of (i) the Fair Market Value of the Company's
                  Investment in such Subsidiary as of the date of such
                  redesignation or (ii) such Fair Market Value as of the date on
                  which such Subsidiary was originally designated as an
                  Unrestricted Subsidiary after the date of this Indenture; plus

                  (E) 50% of any dividends received by the Company or a
         Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor
         after the date of this Indenture from an Unrestricted Subsidiary of the
         Company, to the extent that such dividends were not otherwise included
         in the Consolidated Net Income of the Company for such period.

         (b) The provisions of Section 4.07(a) will not prohibit:

                  (1) the payment of any dividend or the consummation of any
         irrevocable redemption within 60 days after the date of declaration of
         the dividend or giving of the redemption notice, as the case may be, if
         at the date of declaration or notice, the dividend or redemption
         payment would have complied with the provisions of this Indenture;

                  (2) the making of any Restricted Payment in exchange for, or
         out of the net cash proceeds of the substantially concurrent sale
         (other than to a Subsidiary of the Company) of, Equity Interests of the
         Company (other than Disqualified Stock) or from the substantially
         concurrent contribution of common equity capital to the Company;
         provided that the amount of any such net cash proceeds that are
         utilized for any such Restricted Payment will be excluded from clause
         (3)(B) of the preceding paragraph;

                  (3) the repurchase, redemption, defeasance or other
         acquisition or retirement for value of Indebtedness of the Company or
         any Guarantor that is contractually subordinated to the Notes or to any
         Note Guarantee with the net cash proceeds from an incurrence of
         Permitted Refinancing Indebtedness;

                  (4) the payment of any dividend (or, in the case of any
         partnership or limited liability company, any similar distribution) by
         a Restricted Subsidiary of the Company to the holders of its Equity
         Interests on a pro rata basis;

                  (5) so long as no Default has occurred and is continuing or
         would be caused thereby, the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests of the
         Company or any Restricted Subsidiary of the Company held by any current
         or former officer, director or employee of the Company or any of its
         Restricted Subsidiaries pursuant to any equity

                                       47

<PAGE>

         subscription agreement, stock option agreement, shareholders'
         agreement, employment agreement or similar agreement or upon the death,
         disability or termination of employment or directorship of such person;
         provided that the aggregate price paid for all such repurchased,
         redeemed, acquired or retired Equity Interests may not exceed $4.0
         million in any calendar year (excluding any repurchases, redemptions,
         acquisitions or retirements funded with the proceeds of any life
         insurance policy or policies maintained by the Company or under which
         the Company is the beneficiary); provided further, however, that the
         Company may carry over and make in any subsequent calendar year, in
         addition to amounts permitted for such calendar year, the amount of
         such repurchases, redemptions, acquisitions or retirements for value
         permitted to have been made but not made in any preceding calendar
         years up to a maximum of $12.0 million in any calendar year;

                  (6) the repurchase of Equity Interests deemed to occur upon
         (a) the exercise of stock options, warrants or rights to the extent
         such Equity Interests represent a portion of the exercise price of
         those stock options, warrants or rights and (b) the withholding of a
         portion of such Equity Interests to pay taxes associated therewith;

                  (7) the declaration and payment of regularly scheduled or
         accrued dividends to holders of any class or series of Disqualified
         Stock or Preferred Stock of the Company or any Restricted Subsidiary of
         the Company issued on or after the date of this Indenture in accordance
         with the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09;

                  (8) so long as no Default has occurred and is continuing or
         would be caused thereby, the declaration and payment of cash dividends
         on a pro rata basis to holders of the Company's common stock in respect
         of any fiscal quarter; provided, however, that any such dividends
         declared and paid pursuant to this clause (8) shall not exceed $12
         million in any calendar year; provided further, however, that the
         Company may carry over and make in any subsequent calendar year, in
         addition to amounts permitted for such calendar year, the amount of
         dividends permitted to have been made but not made in any preceding
         calendar years;

                  (9) payments and distributions to stockholders pursuant to
         appraisal rights required under applicable law in connection with any
         consolidation, merger or transfer of assets that complies with Section
         5.01;

                  (10) the purchase of fractional shares of Equity Interests of
         the Company or any Restricted Subsidiary arising out of stock
         dividends, splits or combinations or business combinations or the
         payment of cash in lieu of the issuance of fractional shares in
         connection with the exercise of stock options, warrants or rights or
         other securities convertible into or exercisable for Capital Stock of
         the Company; and

                  (11) other Restricted Payments in an aggregate principal
         amount not to exceed $25.0 million since the date of this Indenture.

         The amount of all Restricted Payments (other than cash) will 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 assets or securities that are required to be valued
by this Section 4.07 will be determined by the Board of Directors of the Company
whose resolution with respect thereto will be delivered to the Trustee.

Section 4.08      Dividend and Other Payment Restrictions Affecting
                  Subsidiaries.

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<PAGE>

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

                  (1) pay dividends or make any other distributions on its
         Capital Stock to the Company or any of its Restricted Subsidiaries;

                  (2) make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (3) sell, lease or transfer any of its properties or assets to
         the Company or any of its Restricted Subsidiaries.

         (b) The restrictions of Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

                  (1) agreements in effect on the date of this Indenture and any
         amendments, restatements, modifications, renewals, supplements,
         refundings, replacements or refinancings of those agreements; provided
         that the encumbrances or restrictions contained in any such amendments,
         restatements, modifications, renewals, supplements, refundings,
         replacements or refinancings are not materially more restrictive, taken
         as a whole, than those contained in agreements in place on the date of
         this Indenture;

                  (2) the Indenture, the Notes and the Note Guarantees;

                  (3) applicable law, rule, regulation or order;

                  (4) 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 or Capital Stock 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, and any amendments, restatements, modifications, renewals,
         supplements, refundings, replacements or refinancings of those
         instruments; provided that the encumbrances or restrictions contained
         in any such amendments, restatements, modifications, renewals,
         supplements, refundings, replacements or refinancings are not
         materially more restrictive, taken as a whole, than those contained in
         instruments in effect on the date of such acquisition;

                  (5) customary non-assignment provisions in leases, contracts,
         licenses and other agreements entered into in the ordinary course of
         business;

                  (6) purchase money obligations for property acquired in the
         ordinary course of business and Capital Lease Obligations that impose
         restrictions on the property purchased or leased of the nature
         described in Section 4.08(a)(3);

                  (7) any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending the sale or other disposition;

                  (8) Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are not materially more

                                       49

<PAGE>

         restrictive, taken as a whole, than those contained in the agreements
         governing the Indebtedness being refinanced;

                  (9) Liens permitted to be incurred under the provisions set
         forth in Section 4.12 that limit the right of the debtor to dispose of
         the assets subject to such Liens;

                  (10) provisions limiting the disposition or distribution of
         assets or property in joint venture agreements, asset sale agreements,
         sale-leaseback agreements, stock sale agreements and other similar
         agreements entered into with the approval of the Company's Board of
         Directors, which limitation is applicable only to the assets that are
         the subject of such agreements;

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

                  (12) contracts for sales of assets permitted by the provisions
         set forth in Section 4.10 with respect to the assets to be sold
         pursuant to such contracts; and

                  (13) security agreements or mortgages securing Indebtedness of
         a Restricted Subsidiary permitted under this Indenture to the extent
         such restrictions restrict the transfer of the property subject to such
         security agreements or mortgages.

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company will not, and will not permit any of its Restricted
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 Restricted Subsidiaries to issue Preferred Stock;
provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness
(including Acquired Debt) 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
such Preferred Stock is issued, as the case may be, would have been at least 2.0
to 1.0, 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 the Preferred Stock had been issued, as the case
may be, at the beginning of such four quarter period.

         (b) The provisions of Section 4.09(a) will not prohibit the incurrence
of any of the following items of Indebtedness or the issuance of Disqualified
Stock or Preferred Stock, as applicable (collectively, "Permitted Debt"):

                  (1) the incurrence by the Company and any Guarantor of
         additional Indebtedness and letters of credit under Credit Facilities
         in an aggregate principal amount at any one time outstanding under this
         clause (1) (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) not to exceed the greater of (a)
         $175.0 million or (b) 35.0% of the Consolidated Net Tangible Assets of
         the Company and its Restricted Subsidiaries;

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

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<PAGE>

                  (3) the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Note Guarantees
         to be issued on the date of this Indenture and the Exchange Notes and
         the related Note Guarantees to be issued pursuant to the Registration
         Rights Agreement;

                  (4) 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 design, construction, installation or improvement of
         property, plant or equipment (whether through the direct purchase of
         assets or through the purchase of the Capital Stock of any Person
         owning such assets) used in the business of the Company or any of its
         Restricted Subsidiaries, in an aggregate principal amount, including
         all Permitted Refinancing Indebtedness incurred to renew, refund,
         refinance, replace, defease or discharge any Indebtedness incurred
         pursuant to this clause (4), not to exceed, at any time outstanding,
         the greater of (a) $25.0 million or (b) 5.0% of the Consolidated Net
         Tangible Assets of the Company and its Restricted Subsidiaries;

                  (5) 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 renew, refund, refinance,
         replace, defease or discharge any Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred under
         Section 4.09(a) hereof or clauses (2), (3), (4), (5) or (15) of this
         paragraph;

                  (6) the incurrence by the Company or any of its Restricted
         Subsidiaries of obligations with respect to letters of credit securing
         obligations entered into in the ordinary course of business to the
         extent such letters of credit are not drawn upon or, if drawn upon,
         such drawing is reimbursed within five business days following receipt
         of a demand for reimbursement;

                  (7) 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:

                           (A) if the Company or any Guarantor is the obligor on
                  such Indebtedness and the payee is not the Company or a
                  Guarantor, such Indebtedness must be expressly subordinated to
                  the prior payment in full in cash of all Obligations then due
                  with respect to the Notes, in the case of the Company, or the
                  Note Guarantee, in the case of a Guarantor; and

                           (B) (i) 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 of
                  the Company and (ii) any sale or other transfer of any such
                  Indebtedness to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company,

         will 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 (7);

                  (8) the issuance by any of the Company's Restricted
         Subsidiaries to the Company or to any of its Restricted Subsidiaries of
         shares of Preferred Stock; provided, however, that:

                           (A) any subsequent issuance or transfer of Equity
                  Interests that results in any such Preferred Stock being held
                  by a Person other than the Company or a Restricted Subsidiary
                  of the Company, and

                                       51

<PAGE>

                           (B) any sale or other transfer of any such Preferred
                  Stock to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company,

         will be deemed, in each case, to constitute an issuance of such
         Preferred Stock by the Company or such Restricted Subsidiary, as the
         case may be, that was not permitted by this clause (8);

                  (9) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations in the ordinary course of business
         or required by the Credit Facilities;

                  (10) the guarantee by the Company or any of the Guarantors of
         Indebtedness of the Company or Indebtedness of a Restricted Subsidiary
         of the Company that was permitted to be incurred by another provision
         of this Section 4.09 hereof; provided, that if the Indebtedness being
         guaranteed is subordinated to or pari passu with the Notes, then the
         Guarantee shall be subordinated or pari passu, as applicable, to the
         same extent as the Indebtedness guaranteed;

                  (11) the incurrence by the Company or any of the Guarantors of
         Indebtedness in respect of workers' compensation claims, health,
         disability and other employee benefits or property, casualty or
         liability insurance or self-insurance obligations, bankers'
         acceptances, performance, completion and surety bonds or guarantees,
         and similar types of obligations in the ordinary course of business;

                  (12) Indebtedness arising from agreements providing for
         indemnification, adjustment of purchase price or similar obligations,
         or from guarantees or letters of credit, surety bonds or performance
         bonds securing any obligations of the Company or any of its Restricted
         Subsidiaries pursuant to such agreements, in each case incurred in
         connection with the disposition of any business, assets or Subsidiaries
         of the Company (other than guarantees of Indebtedness or other
         obligations incurred by any Person acquiring all or any portion of such
         business, assets or Restricted Subsidiaries of the Company for the
         purpose of financing such acquisition) in a principal amount not to
         exceed the gross proceeds, including non-cash proceeds, actually
         received by the Company or any of its Restricted Subsidiaries in
         connection with such disposition; provided, however, that such
         Indebtedness is not reflected on the balance sheet of the Company or
         any Restricted Subsidiary (contingent obligations referred to in a
         footnote to financial statements and not otherwise reflected on the
         balance sheet will not be deemed to be reflected on such balance sheet
         for purposes of this clause (12));

                  (13) the incurrence by the Company or any of the Guarantors of
         Indebtedness arising from the honoring by a bank or other financial
         institution of a check, draft or similar instrument inadvertently drawn
         against insufficient funds in the ordinary course of business;

                  (14) the incurrence by the Company or any of its Restricted
         Subsidiaries of Acquired Debt; provided that, in the case of any such
         incurrence of Acquired Debt, such Acquired Debt was incurred by the
         prior owner of such assets or such Restricted Subsidiary prior to such
         acquisition by the Company or one of its Restricted Subsidiaries and
         was not incurred in connection with, or in contemplation of, the
         acquisition by the Company or one of its Restricted Subsidiaries; and
         provided further that the aggregate amount of Acquired Debt incurred
         under this clause (14) does not exceed $15.0 million; and

                  (15) the incurrence by the Company or the Guarantors of
         additional Indebtedness or the issuance of Disqualified Stock by the
         Company or Preferred Stock by any Restricted Subsidiary in an aggregate
         principal amount (or accreted value, as applicable) at any time
         outstanding,

                                       52

<PAGE>

         including all Permitted Refinancing Indebtedness incurred to renew,
         refund, refinance, replace, defease or discharge any Indebtedness
         incurred pursuant to this clause (15), not to exceed $25.0 million.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (15) above,
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
will be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt.

         The outstanding principal amount of any particular Indebtedness shall
be counted only once and any obligations arising under any guarantee, Lien,
letter of credit or similar instrument supporting such Indebtedness shall not be
double counted.

         The accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, the reclassification of Preferred
Stock as Indebtedness due to a change in accounting principles, and the payment
of dividends on Disqualified Stock or Preferred Stock in the form of additional
shares of the same class of Disqualified Stock or Preferred Stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
or Preferred Stock for purposes of this Section 4.09; provided, in each such
case, that the amount thereof is included in Fixed Charges of the Company as
accrued. Notwithstanding any other provision of this Section 4.09, the maximum
amount of Indebtedness that the Company or any Restricted Subsidiary may incur
pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a
result of fluctuations in exchange rates or values of currencies.

         The amount of any Indebtedness outstanding as of any date will be:

                  (1) the accreted value of the Indebtedness, in the case of any
         Indebtedness issued with original issue discount;

                  (2) the principal amount of the Indebtedness, in the case of
         any other Indebtedness; and

                  (3) in respect of Indebtedness of another Person secured by a
         Lien on the assets of the specified Person, the lesser of:

                           (A) the Fair Market Value of such assets at the date
                   of determination; and

                           (B) the amount of the Indebtedness of the other
                  Person.

Section 4.10      Asset Sales.

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

                  (1) the Company (or the Restricted Subsidiary, as the case may
         be) receives consideration at the time of the Asset Sale at least equal
         to the Fair Market Value of the assets or Equity Interests issued or
         sold or otherwise disposed of; and

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<PAGE>

                  (2) at least 75% of the consideration received in the Asset
         Sale by the Company or such Restricted Subsidiary is in the form of
         cash or Cash Equivalents. For purposes of this provision, each of the
         following will be deemed to be cash:

                           (A) any liabilities, as shown on the Company's most
                  recent consolidated 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 Note Guarantee) 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;

                           (B) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary into cash within 90 days of the closing
                  of the Asset Sale, to the extent of the cash received in that
                  conversion; and

                           (C) any stock or assets of the kind referred to in
                  clauses (2) or (4) of the next paragraph of this Section 4.10.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds at its option:

                  (1) to repay Senior Debt;

                  (2) to acquire all or substantially all of the assets of, or
         any Capital Stock of, another Permitted Business (including by means of
         a merger, consolidation or other business combination permitted under
         this Indenture), if, after giving effect to any such acquisition of
         Capital Stock, the Permitted Business is or becomes a Restricted
         Subsidiary of the Company;

                  (3) to make a capital expenditure; or

                  (4) to acquire other assets that are not classified as current
         assets under GAAP and that are used or useful in a Permitted Business.

         Pending the final application of any Net Proceeds, the Company and any
Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest the 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 second paragraph of this Section 4.10 will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
within 30 business days thereof, the Company will make an Asset Sale Offer to
all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer will be equal to 100% of the principal
amount of the Notes being repurchased plus accrued and unpaid interest and
Special Interest, if any, to the date of purchase, and will be payable in cash.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may use those Excess Proceeds for any purpose not otherwise prohibited
by this Indenture. If the aggregate principal amount of Notes and other pari
passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee will select the Notes and such other pari passu
Indebtedness
                                       54

<PAGE>

to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds will be reset at zero.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof or Section 4.10, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under Section 3.09 hereof or Section 4.10 by virtue of such
compliance.

         The agreements governing the Company's outstanding Senior Debt place
certain restrictions on the Company with respect to purchasing any Notes, and
also provide that certain change of control or asset sale events with respect to
the Company would constitute a default under certain of these agreements. Any
future credit agreements or other agreements relating to Senior Debt to which
the Company becomes a party may contain similar restrictions and provisions. In
the event a Change of Control or Asset Sale occurs at a time when the Company is
prohibited from purchasing Notes, the Company could seek the consent of certain
of its senior lenders to the purchase of Notes or could attempt to refinance the
borrowings that contain such prohibition. If the Company does not obtain such a
consent or repay such borrowings, the Company will remain prohibited from
purchasing Notes. In such case, the Company's failure to purchase tendered Notes
would constitute an Event of Default under this Indenture which would, in turn,
constitute a default under such Senior Debt. In such circumstances, the
subordination provisions in this Indenture would likely restrict payments to the
holders of Notes.

Section 4.11      Transactions with Affiliates.

         (a) The Company will not, and will 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 of the Company (each, an "Affiliate Transaction"), unless:

                  (1) the 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

                  (2) 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 $10.0 million, a resolution of the
                  Board of Directors of the Company set forth in an officers'
                  certificate certifying that such Affiliate Transaction
                  complies with this Section 4.11(a) and that such Affiliate
                  Transaction has been approved by a majority of the
                  disinterested members of the Board of Directors of the
                  Company; and

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $25.0 million, an opinion as to the
                  fairness to the Company or such Restricted Subsidiary of such
                  Affiliate Transaction from a financial point of view issued by
                  an Independent Financial Advisor.

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         (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

                  (1) any employment or compensation agreement or arrangement,
         stock option, stock benefit or other employee benefit plan or
         arrangement, officer or director indemnification agreement or any
         similar arrangement entered into by the Company or any of its
         Restricted Subsidiaries in the ordinary course of business and payments
         pursuant thereto;

                  (2) transactions between or among the Company and/or its
         Restricted Subsidiaries (including any Person that becomes a Restricted
         Subsidiary as a result of any such transaction);

                  (3) transactions with a Person (other than an Unrestricted
         Subsidiary of the Company) that is an Affiliate of the Company solely
         because the Company owns, directly or through a Restricted Subsidiary,
         an Equity Interest in, or controls, such Person;

                  (4) payment of directors' fees to Persons who are not
         otherwise employees of the Company;

                  (5) any issuance of Equity Interests (other than Disqualified
         Stock) of the Company to Affiliates of the Company;

                  (6) Restricted Payments that do not violate the provisions of
         this Indenture set forth in Section 4.07;

                  (7) payments by the Company or any of its Restricted
         Subsidiaries to PIA or its Affiliates made for any financial advisory,
         financing, underwriting, dealer/manager or placement services or in
         respect of other investment banking or similar services, including,
         without limitation, in connection with acquisitions or divestitures,
         which payments are approved by a majority of the Board of Directors in
         good faith;

                  (8) transactions in which the Company or any of its Restricted
         Subsidiaries, as the case may be, delivers to the Trustee a letter from
         an Independent Financial Advisor stating that such transaction is fair
         to the Company or such Restricted Subsidiary from a financial point of
         view or that it is on terms that are no less favorable than those that
         might reasonably have been obtained in a comparable transaction on an
         arms-length basis from a person that is not an Affiliate;

                  (9) the existence of, or the performance by the Company or any
         of its Restricted Subsidiaries of its obligations under the terms of,
         any Stockholders Agreement (including any registration rights agreement
         or purchase agreement related thereto) to which it is a party as of the
         date of this Indenture;

                  (10) loans or advances to employees or consultants in the
         ordinary course of business of the Company or its Restricted
         Subsidiaries;

                  (11) transactions pursuant to or contemplated by any agreement
         of the Company or any Restricted Subsidiary as in effect as of the date
         of this Indenture, or any amendment thereto or any replacement
         agreements so long as any such amendment or replacement agreement is
         not more disadvantageous to the holders in any material respect than
         the original agreement as in effect on the date of this Indenture;

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                  (12) transactions with customers, clients, suppliers or
         purchasers or sellers of goods or services, in each case in the
         ordinary course of business and otherwise in compliance with this
         Indenture, which are fair to the Company or its Restricted
         Subsidiaries, or are on terms, taken as a whole, at least as favorable
         as might reasonably have been obtained at that time from a person who
         is not an Affiliate; and

                  (13) in the case of joint ventures in which the Company or any
         Restricted Subsidiary has an interest, so long as the other parties to
         the joint venture that are not Affiliates of the Company own at least
         50% of the equity of such joint venture, transactions between such
         joint venture and the Company or any Restricted Subsidiary.

Section 4.12      Liens.

         The Company will not and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness or trade payables upon any of their property or assets, now owned
or hereafter acquired, unless all payments due under this Indenture and the
Notes are secured on an equal and ratable basis with the obligations so secured
until such time as such obligations are no longer secured by a Lien.

Section 4.13      Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

                  (1) 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

                  (2) the rights (charter and statutory), licenses and
         franchises of the Company and its Subsidiaries; provided, however, that
         the Company shall not be required to preserve any such right, license
         or franchise, or the corporate, partnership or other existence of any
         of its Subsidiaries, if the Board of Directors shall determine that the
         preservation thereof is no longer desirable in the conduct of the
         business of the Company and its Subsidiaries, taken as a whole, and
         that the loss thereof is not adverse in any material respect to the
         Holders of the Notes.

Section 4.14      Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company will make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes
at a purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Special Interest, if any, on the
Notes repurchased, if any, to the date of purchase, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant
interest payment date (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.14 and that all Notes tendered will be accepted for
         payment;

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                  (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 will cease to accrue interest on and 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" attached to
         the Notes completed, or transfer by book-entry transfer, to the Paying
         Agent at the address specified in the notice prior to the close of
         business on the third Business Day preceding the Change of Control
         Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the close of business on
         the second Business Day preceding the Change of Control Payment Date, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of Notes delivered for
         purchase, and a statement that such Holder is withdrawing his election
         to have the Notes purchased; and

                  (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 will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.14 hereof, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.14 by virtue of such compliance.

         (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

                  (1) accept for payment all Notes or portions of Notes 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 of Notes
         properly tendered; and

                  (3) deliver or cause to be delivered to the Trustee the Notes
         properly accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

         The Paying Agent will promptly mail (but in any case not later than
five days after the Change of Control Payment Date) to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee
will 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 of $1,000.

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         Prior to complying with any of the provisions of this Section 4.14, but
in any event within 90 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.14. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

         (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) 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
Section 4.14 hereof and purchases all Notes validly tendered and not withdrawn
under the Change of Control Offer, or (2) notice of redemption has been given
pursuant to Section 3.07 hereof, unless and until there is a default in payment
of the applicable redemption price.

Section 4.15      No Layering of Debt.

         The Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is contractually subordinate
or junior in right of payment to any Senior Debt of the Company and senior in
right of payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is contractually
subordinate or junior in right of payment to the Senior Debt of such Guarantor
and senior in right of payment to such Guarantor's Note Guarantee. No such
Indebtedness will be considered to be senior by virtue of being secured on a
first or junior priority basis.

Section 4.16      Payments for Consent.

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

Section 4.17      Additional Note Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary after the date of this Indenture, then the
Company will cause that newly acquired or created Domestic Subsidiary to execute
a Note Guarantee pursuant to a supplemental indenture in form and substance
satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee
within 10 Business Days of the date on which it was acquired or created to the
effect that such supplemental indenture has been duly authorized, executed and
delivered by that Domestic Subsidiary and constitutes a valid and binding
agreement of that Domestic Subsidiary, enforceable in accordance with its terms
(subject to customary exceptions); provided, however, this Section 4.17 shall
not apply to any Subsidiary that has been properly designated as an Unrestricted
Subsidiary in accordance with Section 4.18 for so long as it continues to
constitute an Unrestricted Subsidiary. The form of such Note Guarantee is
attached as Exhibit E hereto.

Section 4.18      Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments

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owned by the Company and its Restricted Subsidiaries in the Subsidiary
designated as Unrestricted will be deemed to be an Investment made as of the
time of the designation and will reduce the amount available for Restricted
Payments under Section 4.07(a) hereof or under one or more clauses of the
definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolutions of the Board of Directors giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will 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 will 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 will 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 will only be permitted if (1) 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 (2) no Default or Event of Default would be in existence
following such designation.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly: (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

                  (1) either:

                           (A) the Company is the surviving corporation; or

                           (B) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made is a corporation organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia;

                  (2) the Person formed by or surviving any such consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, conveyance or other disposition has been made
         assumes all the obligations of the Company under the Notes, this
         Indenture and the Registration Rights Agreement pursuant to agreements
         reasonably satisfactory to the Trustee;

                  (3) immediately after such transaction, no Default or Event of
         Default exists; and

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                  (4) the Company or the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or to which such
         sale, assignment, transfer, conveyance or other disposition has been
         made would, on the date of such transaction after giving pro forma
         effect thereto and any related financing transactions as if the same
         had occurred at the beginning of the applicable four-quarter period:

                           (A) be permitted to incur at least $1.00 of
                  additional Indebtedness pursuant to the Fixed Charge Coverage
                  Ratio test set forth in Section 4.09(a) hereof; or

                           (B) have a Fixed Charge Coverage Ratio equal to or
                  greater than such ratio for the Company and its Restricted
                  Subsidiaries for the Company's most recently ended four full
                  fiscal quarters for which internal financial statements are
                  available.

         In addition, the Company will not, directly or indirectly, lease all or
substantially all of the properties or assets taken as a whole of it and its
Restricted Subsidiaries, in one or more related transactions, to any other
Person.

         This Section 5.01 will not apply to:

                  (1) a merger of the Company with an Affiliate solely for the
         purpose of reincorporating the Company in another jurisdiction; or

                  (2) any consolidation or merger, or any sale, assignment,
         transfer, conveyance, lease or other disposition of assets between or
         among the Company and its Restricted Subsidiaries.

Section 5.02      Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor Person
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 Person 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 in a transaction that is subject to,
and that complies with the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

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

                  (1) default for 30 days in the payment when due of interest
         (including Special Interest) on the Notes, whether or not prohibited by
         the subordination provisions of this Indenture;

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                  (2) default in the payment when due (at maturity, upon
         redemption or otherwise) of the principal of, or premium, if any, on,
         the Notes, whether or not prohibited by the subordination provisions of
         this Indenture;

                  (3) failure by the Company or any of its Restricted
         Subsidiaries fails to comply with the provisions of Sections 4.10, 4.14
         or 5.01 hereof;

                  (4) failure by the Company or any of its Restricted
         Subsidiaries for 60 days after written notice has been given to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in aggregate principal amount of the Notes then
         outstanding to comply with any of the other agreements in this
         Indenture;

                  (5) 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, if that default:

                           (A) is caused by a failure to pay principal of, or
                  interest or premium, if any, on such Indebtedness at its final
                  Stated Maturity 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
                  $20.0 million or more;

                  (6) failure by the Company or any of its Significant
         Restricted Subsidiaries to pay final judgments aggregating in excess of
         $20.0 million, which judgments are not covered by insurance and not
         paid, discharged or stayed for a period of 60 consecutive days after
         such judgment becomes final, and an enforcement proceeding has been
         commenced by any creditor upon such judgment or decree, which is not
         promptly stayed;

                  (7) except as permitted by this Indenture, any Note 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
         Guarantor, or any Person acting on behalf of any Guarantor that is a
         Significant Restricted Subsidiary, shall deny or disaffirm its
         obligations under its Note Guarantee.

                  (8) the Company or any of its Restricted Subsidiaries that is
         a Significant Subsidiary or any group of Restricted Subsidiaries of the
         Company that, taken together, would constitute a Significant Subsidiary
         pursuant to or within the meaning of Bankruptcy Law:

                           (A) commences a voluntary case;

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

                           (C) consents to the appointment of a custodian of it
                  or for all or substantially all of its property;

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

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

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

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

                           (B) appoints a custodian of the Company or any of its
                  Restricted Subsidiaries that is a Significant Subsidiary or
                  any group of Restricted Subsidiaries of the Company that,
                  taken together, would constitute a Significant Subsidiary or
                  for all or substantially all of the property of the Company or
                  any of its Restricted Subsidiaries that is a Significant
                  Subsidiary or any group of Restricted Subsidiaries of the
                  Company that, taken together, would constitute a Significant
                  Subsidiary; or

                           (C) orders the liquidation of the Company or any of
                  its Restricted Subsidiaries that is a Significant Subsidiary
                  or any group of Restricted Subsidiaries of the Company that,
                  taken together, would constitute a Significant Subsidiary;

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

Section 6.02      Acceleration.

         In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Upon any such declaration, the Notes shall become due and
payable immediately.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of Holders of
all of the Notes, rescind an acceleration or waive any existing Default or Event
of Default and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium or Special Interest, if any, that has become due
solely because of the acceleration) have been cured or waived.

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 and Special
Interest, 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

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

Section 6.04      Waiver of Past Defaults.

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

Section 6.05      Control by Majority.

         Holders of a majority in aggregate 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 may pursue a remedy with respect to this Indenture or the
Notes only if:

                  (1) such Holder gives to the Trustee written notice that an
         Event of Default is continuing;

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

                  (3) such Holder or Holders offer and, if requested, provide to
         the Trustee security or indemnity reasonably satisfactory to the
         Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         aggregate principal amount of the then outstanding Notes do not give
         the Trustee a direction inconsistent with such 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 Special Interest,
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

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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(1) or (2) hereof
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 Special Interest, 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 6, 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,
         expenses 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 Special Interest, if any, and
         interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium and Special Interest, if any and interest, respectively; and

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

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

Section 6.11      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
aggregate 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
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

                  (1) the duties of the Trustee will 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

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee will 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:

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

                  (2) the Trustee will 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

                  (3) the Trustee will 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 7.01.

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

         (f) The Trustee will 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 will 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 will 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 will not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Trustee will 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 will be sufficient if
signed by an Officer of the Company.

         (f) The Trustee will 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 have offered to the Trustee reasonable
indemnity or security against the losses, liabilities and expenses 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 (if this Indenture has been qualified under
the TIA) 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 will 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

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Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will 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 will 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 or Special
Interest, if any, or interest on, any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06      Reports by Trustee to Holders of the Notes.

         (a) 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 will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

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

Section 7.07      Compensation and Indemnity.

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

         (b) The Company and the Guarantors will 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 and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, 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 will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have separate counsel and the Company will pay
the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

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         (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

         (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will 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 will survive the
satisfaction and discharge of this Indenture.

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(7) or (8) 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.

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

Section 7.08      Replacement of Trustee.

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) 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 a
majority in aggregate 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:

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

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

                  (3) a custodian or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee becomes incapable of acting.

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

         (d) 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 at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

         (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this

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Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will 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 will 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 will be the successor Trustee.

Section 7.10      Eligibility; Disqualification.

         There will 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 a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

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

Section 7.11      Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, 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 8.

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 each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will 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 clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute

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proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder:

                  (1) the rights of Holders of outstanding Notes to receive
         payments in respect of the principal of, or interest, or premium or
         Special Interest, if any, on such Notes when such payments are due from
         the trust referred to in Section 8.04 hereof;

                  (2) the Company's obligations with respect to such Notes under
         Article 2 and Section 4.02 hereof;

                  (3) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder and the Company's and the Guarantors' obligations in
         connection therewith; and

                  (4) this Article 8.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03      Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and
4.18 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes will
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 will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof will
not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

                  (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, 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 investment bank, appraisal firm, or firm of independent
         public accountants, to pay the principal of, premium and Special
         Interest, if any, and interest on the outstanding Notes on the Stated
         Maturity thereof or on

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         the applicable redemption date, as the case may be, and the Company
         must specify whether the Notes are being defeased to such stated date
         for payment or to a particular redemption date;

                  (2) in the case of an election under Section 8.02 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel (subject to
         customary qualifications and exclusions) 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;

                  (3) in the case of an election under Section 8.03 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel (subject to
         the customary qualifications and exclusions) 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;

                  (4) 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) and the deposit will not result in a breach or violation of,
         or constitute a default under, any other instrument to which the
         Company or any Guarantor is a party or by which the Company or any
         Guarantor is bound;

                  (5) such Legal Defeasance or Covenant Defeasance will 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;

                  (6) the Company must deliver 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 any other creditors of the Company or others; and

                  (7) the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel (subject to the customary
         qualifications and exclusions) reasonably acceptable to the Trustee,
         each stating that all conditions precedent relating to the Legal
         Defeasance or the Covenant Defeasance have been complied with.

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

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         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
will 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 and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company will 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.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will 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(2) 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 or Special
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, 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) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to 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, will
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will 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 U.S. 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 and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will 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 or
Special Interest, if any, or interest on any Note following the reinstatement of
its obligations, the Company will 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.

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                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

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

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

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

                  (3) to provide for the assumption of the Company's or a
         Guarantor's obligations to Holders of Notes and Note Guarantees in the
         case of a merger or consolidation or sale of all or substantially all
         of the Company's or such Guarantor's assets, as applicable;

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

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

                  (6) to conform the text of this Indenture, the Note Guarantees
         or the Notes to any provision of the "Description of Notes" section of
         the Company's Offering Circular dated January 29, 2004, relating to the
         initial offering of the Notes, to the extent that such provision in
         that "Description of Notes" was intended to be a verbatim recitation of
         a provision of this Indenture, the Note Guarantees or the Notes;

                  (7) to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture as of the
         date hereof;

                  (8) to allow any Guarantor to execute a supplemental indenture
         and/or a Note Guarantee with respect to the Notes; or

                  (9) to evidence and provide for the acceptance of the
         appointment under this Indenture of a successor trustee.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will 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 (including, without limitation,
Section 3.09, 4.10 and 4.14 hereof), and the

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Notes and the Note Guarantees with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, Additional Notes, if any) then outstanding voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium or Special Interest, 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 or the Note
Guarantees may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).

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

         It is 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,
supplement or waiver, but it is sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will 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, will 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, or
the Note Guarantees. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

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

                  (2) reduce the principal of or change the fixed maturity of
         any Note or alter the provisions with respect to the redemption of the
         Notes (except as provided above with respect to Sections 3.03, 3.09,
         4.10 and 4.14 hereof);

                  (3) reduce the rate of or change the time for payment of
         interest, including default interest, on any Note;

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

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

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                  (6) 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 interest or premium or Special
         Interest, if any, on, the Notes;

                  (7) waive a redemption payment with respect to any Note (other
         than a payment required by Sections 3.09, 4.10 or 4.14 hereof);

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

                  (9) make any change in the preceding amendment and waiver
         provisions.

Section 9.03      Compliance with Trust Indenture Act.

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

Section 9.04      Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
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 amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05      Notation on or Exchange of Notes.

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

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

Section 9.06      Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture,
the Trustee will be entitled to receive and (subject to Section 7.01 hereof)
will be fully protected in relying upon, in addition to the documents required
by Section 13.04 hereof, an Officers' Certificate and an Opinion of Counsel
(subject to the customary qualifications and exclusions) reasonably acceptable
to the Trustee stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.

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                                   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 marshaling of the Company's
assets and liabilities:

                  (1) holders of Senior Debt will be entitled to receive payment
         in full in cash or Cash Equivalents of all Obligations due in respect
         of such Senior Debt (including interest after the commencement of any
         bankruptcy proceeding at the rate specified in the applicable Senior
         Debt) before the Holders of Notes will be entitled to receive any
         payment with respect to the Notes (except that Holders of Notes may
         receive and retain Permitted Junior Securities and payments 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 clause (1) above) are paid in full, any distribution to
         which Holders would be entitled but for this Article 10 will be made to
         holders of Senior Debt (except that Holders of Notes may receive and
         retain Permitted Junior Securities and payments 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.

         (a) 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 Permitted Junior Securities and payments 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:

                  (1) payment default on 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

                  (2) any other default occurs and is continuing on any series
         of Designated Senior Debt that permits holders of that series of
         Designated Senior Debt to accelerate its maturity and the Trustee
         receives a notice of such default (a "Payment Blockage Notice") from
         the Company or the holders of any Designated Senior Debt. If the
         Trustee receives any such Payment Blockage Notice, no subsequent
         Payment Blockage Notice will be effective for purposes of this Section
         10.03 unless and until (A) at least 360 days have elapsed since the
         receipt of the immediately prior Payment Blockage Notice and (B) all
         scheduled payments of principal, premium and Special Interest, if any,
         and interest on the Notes that have come due have been paid in full in
         cash.

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         No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has have
been waived for a period of not less than 180 days.

         (b) The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

                  (1) in the case of a payment default, upon the date upon which
         such default is cured or waived, or

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

                  (3) in either case, upon the earlier of the payment in full of
         the obligations outstanding under, and the satisfaction and discharge
         or defeasance of, such Designated Senior Debt,

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 will 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 (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof and any trust created pursuant to Section 12.02) 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 will be held by the Trustee or
such Holder, in trust for the benefit of, and will be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the agreement, indenture or
other document (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 those 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 will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06      Notice by Company.

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         The Company will 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 will 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 will 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 will:

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

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

                  (3) prevent the Trustee or any Holder of Notes from exercising
         its available remedies upon a Default or Event of Default, subject to
         the rights of holders 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,
premium or interest or Special Interest, if any, on, a Note on the due date, the
failure is still a Default or Event of Default.

Section 10.09     Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes may 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 will 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.

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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 will 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 has 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 will 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 are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13     Amendments.

         The provisions of this Article 10 may not be amended or modified
without the written consent of the holders of all Senior Debt. In addition, any
amendment to, or waiver of, the provisions of this Article 10 that adversely
affects the rights of the Holders of the Notes will require the consent of the
Holders of at least 66 2/3% in aggregate principal amount of Notes then
outstanding.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

Section 11.01     Guarantee.

         (a) Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

                  (1) the principal of, premium and Special Interest, if any,
         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

                  (2) 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.

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         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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

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

         (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) 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) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 11.02     Subordination of Note Guarantee.

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

Section 11.03     Limitation on Guarantor Liability.

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

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from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04     Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

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

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

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

         In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.17 hereof, the Company will cause such Domestic Subsidiary
to comply with the provisions of Section 4.17 hereof and this Article 11, to the
extent applicable.

Section 11.05     Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.06 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

                  (1) immediately after giving effect to such transaction, no
         Default or Event of Default exists; and

                  (2) either:

                           (a) subject to Section 11.06 hereof, the Person
         acquiring the property in any such sale or disposition or the Person
         formed by or surviving any such consolidation or merger unconditionally
         assumes all the obligations of that Guarantor under this Indenture, its
         Note Guarantee and the Registration Rights Agreement on the terms set
         forth herein or therein, pursuant to a supplemental indenture in form
         and substance reasonably satisfactory to the Trustee; or

                           (b) 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.

         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 Note
Guarantee endorsed upon the Notes and the due and punctual

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performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Note Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Note Guarantees so issued will in all respects
have the same legal rank and benefit under this Indenture as the Note Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Note Guarantees had been issued at the date of the
execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06     Releases.

         (a) In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the Capital
Stock of any Guarantor, in each case to a Person that is not (either before or
after giving effect to such transactions) the Company or a Restricted Subsidiary
of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the Capital
Stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
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 (subject to
customary qualifications and exclusions) reasonably acceptable to the Trustee to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee will execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.

         (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Note Guarantee.

         (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 12
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

         (d) Upon the merger or dissolution of a Restricted Subsidiary that is a
Guarantor into the Company or another Guarantor.

         (e) Upon the release by the holders of the Indebtedness of the Company
or any Restricted Subsidiary that is a Guarantor of their guarantee by such
Restricted Subsidiary (including any deemed release upon payment in full of all
obligations under such Indebtedness), at such time as (a) no other Indebtedness
of the Company (other than the Notes) or any other Restricted Subsidiary has
been guaranteed by such Restricted Subsidiary, or (b) the holders of all such
other Indebtedness that is guaranteed by such Restricted Subsidiary also release
their guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness).

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         Any Guarantor not released from its obligations under its Note
Guarantee as provided in this Section 11.06 will remain liable for the full
amount of principal of and interest and premium and Special Interest, if any, on
the Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01     Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

                  (1) either:

                           (a) all Notes that have been authenticated (except
         lost, stolen or destroyed Notes that have been replaced or paid and
         Notes for whose payment money has theretofore been deposited in trust
         and thereafter repaid to the Company), have been delivered to the
         Trustee for cancellation; or

                           (b) all Notes that have not been delivered to the
         Trustee for cancellation have become due and payable by reason of the
         mailing of a notice of redemption or otherwise or will become due and
         payable within one year and the Company or any Guarantor has
         irrevocably deposited or caused to be deposited with the Trustee as
         trust funds in trust solely for the benefit of the Holders, cash in
         U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as will be sufficient, without consideration
         of any reinvestment of interest, to pay and discharge the entire
         Indebtedness on the Notes not delivered to the Trustee for cancellation
         for principal, premium and Special Interest, if any, and accrued
         interest to the date of maturity or redemption;

                  (2) no Default or Event of Default has occurred and is
         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) and the deposit will not result in a breach or violation of,
         or constitute a default under, any other instrument to which the
         Company or any Guarantor is a party or by which the Company or any
         Guarantor is bound;

                  (3) the Company or any Guarantor has paid or caused to be paid
         all sums payable by it under this Indenture; and

                  (4) the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or on the redemption date, as the case
         may be.

         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel (subject to customary qualifications and exclusions)
reasonably acceptable to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will
survive. In addition, nothing in this Section 12.01 will be deemed to discharge

                                       84

<PAGE>

those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02     Application of Trust Money.

         Subject to the provisions of Section 8.06 hereof, all money deposited
with the Trustee pursuant to Section 12.01 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
Special Interest, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any Guarantor's obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.01 hereof; provided that if the Company has made any
payment of principal of, premium or Special Interest, if any, or interest on any
Notes because of 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 or Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01     Trust Indenture Act Controls.

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

Section 13.02     Notices.

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

         If to the Company and/or any Guarantor:

         Carmike Cinemas, Inc.
         1301 First  Avenue
         Columbus, Georgia  31901
         Facsimile No.: (706) 576-3433
         Attention: Chief Financial Officer

         With a copy to:
         King & Spalding LLP
         191 Peachtree St.
         Atlanta, Georgia  30303

                                       85

<PAGE>

         Facsimile No.: (404) 572-5100
         Attention: John J. Kelley III

         If to the Trustee:

         Wells Fargo Bank Minnesota, National Association
         213 Court Street, Suite 703
         Middletown, Connecticut  06457
         Facsimile No.:  (860) 704-6219
         Attention:  Joseph P. O'Donnell

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

         All notices and communications (other than those sent to Holders) will
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 transmitted by facsimile; 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 will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
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 will mail
a copy to the Trustee and each Agent at the same time.

Section 13.03     Communication by Holders of Notes with Other Holders of Notes.

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

Section 13.04     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:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 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

                  (2) an Opinion of Counsel (subject to customary qualifications
         and exclusions) in form and substance reasonably satisfactory to the
         Trustee (which must include the statements set forth in Section 13.05
         hereof) stating that, in the opinion of such counsel, all such
         conditions precedent and covenants have been satisfied.

                                       86

<PAGE>

Section 13.05     Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 13.06     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 13.07     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees, 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. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 13.08     Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE 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 13.09     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 13.10     Successors.

                                       87

<PAGE>

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.06 hereof.

Section 13.11     Severability.

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

Section 13.12     Counterpart Originals.

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

Section 13.13     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 will in no
way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       88

<PAGE>

                                   SIGNATURES

Dated as of February 4, 2004

                                    CARMIKE CINEMAS, INC.

                                    By:    /s/ Martin A. Durant
                                         ---------------------------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

                                    EASTWYNN THEATRES, INC.

                                    By :   /s/ Martin A. Durant
                                           -------------------------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

                                    WOODEN NICKEL PUB, INC.

                                    By:    /s/ Martin A. Durant
                                           -------------------------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

                                    MILITARY SERVICES, INC.

                                    By:    /s/ Martin A. Durant
                                           -------------------------------------
                                    Name:  Martin A. Durant
                                    Title: Senior Vice President - Finance,
                                           Treasurer and Chief Financial Officer

<PAGE>

                                    WELLS FARGO BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, as Trustee

                                    By:    /s/ Joseph P. O'Donnell
                                           ---------------------------------
                                           Name:  Joseph P. O'Donnell
                                           Title: Corporate Trust Officer

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                    7.500% Senior Subordinated Notes due 2014

No. ___                                                            $____________

                              Carmike Cinemas, Inc.

promises to pay to [______] or registered assigns,

the principal sum of ___________________________ DOLLARS on _____________, 2014.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Dated: February 4, 2004

                                    CARMIKE CINEMAS, INC.

                                    By: ________________________________________
                                        Name:  Martin A. Durant
                                        Title: Senior Vice President - Finance,
                                               Treasurer and Chief Financial
                                               Officer

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

Wells Fargo Bank Minnesota, National Association
  as Trustee

By: ________________________________
           Authorized Signatory

                                      A-1

<PAGE>

                                                                       EXHIBIT A

                                 [Back of Note]
                    7.500% Senior Subordinated Notes due 2014

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

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

                                      A-2

<PAGE>

                                                                       EXHIBIT A

                  (1) INTEREST. Carmike Cinemas, Inc., a Delaware corporation
         (the "Company"), promises to pay interest on the principal amount of
         this Note at 7.500% per annum from February 4, 2004 until maturity and
         shall pay the Special Interest, if any, payable pursuant to Section 2
         of the Registration Rights Agreement referred to below. The Company
         will pay interest and Special Interest, if any, semi-annually in
         arrears on February 15 and August 15 of each year, or if any such day
         is not a Business Day, on the next succeeding Business Day (each, an
         "Interest Payment Date"). Interest on the Notes will accrue from the
         most recent date to which interest has been paid or, 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 August 15, 2004. The Company will
         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 to the extent lawful; it will pay interest (including
         post-petition interest in any proceeding under any Bankruptcy Law) on
         overdue installments of interest and Special Interest, if any, (without
         regard to any applicable grace periods) from time to time on demand at
         the same rate to the extent lawful. Interest will be computed on the
         basis of a 360-day year of twelve 30-day months.

                  (2) METHOD OF PAYMENT. The Company will pay interest on the
         Notes (except defaulted interest) and Special Interest, if any, to the
         Persons who are registered Holders of Notes at the close of business on
         the February 1 or August 1 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 this
         Indenture with respect to defaulted interest. The Notes will be payable
         as to principal, premium and Special Interest, if any, and interest at
         the office or agency of the Company maintained for such purpose within
         or without the City and State of New York, or, at the option of the
         Company, payment of interest and Special Interest, if any, may be made
         by check mailed to the Holders at their addresses set forth in the
         register of Holders; provided that payment by wire transfer of
         immediately available funds will be required with respect to principal
         of and interest, premium and Special Interest, if any, on, all Global
         Notes and all other Notes the Holders of which will have provided wire
         transfer instructions to the Company or the Paying Agent. Such payment
         will 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, Wells Fargo Bank
         Minnesota, National Association, 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 February 4, 2004 (the "Indenture") among the Company, the
         Guarantors and the Trustee. The terms of the Notes include those stated
         in the Indenture and those made part of the Indenture by reference to
         the TIA. The Notes are subject to all such terms, and Holders are
         referred to the Indenture and the TIA 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 unsecured obligations of the
         Company limited to $150 million in aggregate principal amount, plus
         amounts, if any, issued to pay Special Interest on outstanding Notes as
         set forth in Paragraph 2 hereof. The Indenture does not limit the
         aggregate principal amount of Notes that may be issued thereunder.

                  (5) OPTIONAL REDEMPTION.

                                      A-3

<PAGE>

                                                                       EXHIBIT A

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to February 15, 2009.
On or after February 15, 2009, the Company will have the option to redeem all or
a part of the Notes 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 Special Interest, if any, on the Notes
redeemed to the applicable redemption date, if redeemed during the twelve-month
period beginning on February 15 of the years indicated below, subject to the
rights of Holders on the relevant record date to receive interest on the
relevant interest payment date:

<TABLE>
<CAPTION>
Year                                     Percentage
----                                     ----------
<S>                                      <C>
2009................................      103.750%
2010................................      102.500%
2011................................      101.250%
2012 and thereafter.................      100.000%
</TABLE>

         Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to February 15, 2007, the Company may at its
option on any one or more occasions redeem up to 35% of the aggregate principal
amount of Notes issued under the Indenture with the net cash proceeds of one or
more Equity Offerings at a redemption price equal to 107.500% of the aggregate
principal amount thereof, plus accrued and unpaid interest and Special Interest,
if any to the redemption date; provided that at least 65% in aggregate principal
amount of the Notes originally issued under the Indenture (excluding Notes held
by the Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and that such redemption occurs within 90 days of
the date of the closing of such Equity Offering.

         (c) At any time prior to February 15, 2009, the Company may also, on
one or more occasions, redeem all or a part of the Notes, upon not less than 30
nor more than 60 days prior notice mailed by first-class mail to each Holder's
registered address, at a redemption price equal to 100% of the principal amount
of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Special Interest, if any, to the applicable date of redemption,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date. The Applicable Premium will be
determined by the Company.

                  (6) MANDATORY REDEMPTION.

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

                  (7) REPURCHASE AT THE OPTION OF HOLDER.

                           (a) If there is a Change of Control, the Company will
         be required to make an offer (a "Change of Control Offer") to each
         Holder to repurchase all or any part (equal to $1,000 or an integral
         multiple thereof) of each Holder's Notes at a purchase price in cash
         equal to 101% of the aggregate principal amount thereof plus accrued
         and unpaid interest and Special Interest, if any, thereon to the date
         of purchase, subject to the rights of Holders on the relevant record
         date to receive interest due on the relevant interest payment date (the
         "Change of Control Payment"). Within 30 days following any Change of
         Control, the Company will mail a notice to each Holder setting forth
         the procedures governing the Change of Control Offer as required by the
         Indenture.

                                      A-4

<PAGE>

                                                                       EXHIBIT A

                           (b) If the Company or a Restricted Subsidiary of the
         Company consummates any Asset Sales, within 30 business days of each
         date on which the aggregate amount of Excess Proceeds exceeds $15.0
         million, the Company will make an offer to all Holders of Notes and all
         holders of other Indebtedness that is pari passu with the Notes
         containing provisions similar to those set forth in the Indenture with
         respect to offers to purchase or redeem with the proceeds of sales of
         assets (an "Asset Sale Offer") pursuant to Section 3.09 of the
         Indenture to purchase the maximum principal amount of Notes and such
         other pari passu Indebtedness that may be purchased out of the Excess
         Proceeds at an offer price in cash in an amount equal to 100% of the
         principal amount of the Notes being purchased plus accrued and unpaid
         interest and Special Interest, if any, thereon to the date of purchase
         in accordance with the procedures set forth in the Indenture. To the
         extent that the aggregate amount of Notes and other pari passu
         Indebtedness tendered pursuant to an Asset Sale Offer is less than the
         Excess Proceeds, the Company (or such Restricted Subsidiary) may use
         such deficiency for any purpose not otherwise prohibited by the
         Indenture. If the aggregate principal amount of Notes and other pari
         passu Indebtedness tendered into such Asset Sale Offer exceeds the
         amount of Excess Proceeds, the Trustee shall select the Notes and such
         other pari passu Indebtedness to be purchased on a pro rata basis. Upon
         completion of each Asset Sale Offer, the amount of Excess Proceeds will
         be set at zero. Holders of Notes that are the subject of an offer to
         purchase will receive an Asset Sale Offer from the Company prior to any
         related purchase date and may elect to have such Notes purchased by
         completing the form entitled "Option of Holder to Elect Purchase"
         attached to the Notes.

                  (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed
         at least 30 days but not more than 60 days before the redemption date
         to each Holder whose Notes are to be redeemed at its registered
         address, except that redemption notices may be mailed more than 60 days
         prior to a redemption date if the notice is issued in connection with a
         defeasance of the Notes or a satisfaction or discharge of the
         Indenture. 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.

                  (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, neither the Company nor the Trustee need 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 Indenture or the Notes or the Note Guarantees may be
         amended or supplemented with the consent of the Holders of at least a
         majority in aggregate principal amount of the then outstanding Notes
         including Additional Notes, if any, voting as a single class, and any
         existing Default or Event or Default or compliance with any provision
         of the Indenture or the Notes or the Note Guarantees may be waived with
         the consent of the Holders of a majority in aggregate principal amount
         of the then outstanding Notes including Additional Notes, if any,
         voting as a single class. Without the

                                      A-5

<PAGE>

                                                                       EXHIBIT A

         consent of any Holder of a Note, the Indenture or the Notes or the Note
         Guarantees may be amended or supplemented to cure any ambiguity, defect
         or inconsistency; to provide for uncertificated Notes in addition to or
         in place of certificated Notes; to provide for the assumption of the
         Company's or a Guarantor's obligations to Holders of the Notes and Note
         Guarantees in case of a merger or consolidation or sale of all or
         substantially all of the Company's or such Guarantor's assets; 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 TIA; to conform the text of the Indenture, or the
         Notes to any provision of the "Description of Notes" section of the
         Company's Offering Circular dated January 29, 2004, relating to the
         initial offering of the Notes, to the extent that such provision in
         that "Description of Notes" was intended to be a verbatim recitation of
         a provision of the Indenture, the Note Guarantees or the Notes; to
         provide for the issuance of Additional Notes in accordance with the
         limitations set forth in the Indenture; to allow any Guarantor to
         execute a supplemental indenture to the Indenture and/or a Note
         Guarantee with respect to the Notes; or to evidence and provide for the
         acceptance of the appointment under the Indenture of a successor
         trustee.

                  (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
         default for 30 days in the payment when due of interest on, or Special
         Interest, if any, with respect to the Notes, whether or not prohibited
         by the subordination provisions of the Indenture; (ii) default in the
         payment when due of the principal of, or premium, if any, on, the
         Notes, whether or not prohibited by the subordination provisions of the
         Indenture, (iii) failure by the Company or any of its Restricted
         Subsidiaries to comply with Sections 4.10, 4.14 or 5.01 of the
         Indenture; (iv) failure by the Company or any of its Restricted
         Subsidiaries for 60 days after notice to the Company by the Trustee or
         the Holders of at least 25% in aggregate principal amount of the Notes,
         including Additional Notes, if any, then outstanding to comply with any
         of the other agreements in the Indenture; (v) default under certain
         other agreements relating to Indebtedness of the Company which default
         results in the acceleration of such Indebtedness prior to its express
         maturity; (vi) certain final judgments for the payment of money that
         remain undischarged for a period of 60 days; (vii) certain events of
         bankruptcy or insolvency with respect to the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary or any group
         of Restricted Subsidiaries that, taken together, would constitute a
         Significant Subsidiary; and (ix) except as permitted by the Indenture,
         any Note Guarantee is held in any judicial proceeding to be
         unenforceable or invalid or ceases for any reason to be in full force
         and effect or any Guarantor or any Person acting on its behalf denies
         or disaffirms its obligations under such Guarantor's Note Guarantee. If
         any Event of Default occurs and is continuing, the Trustee or the
         Holders of at least 25% in aggregate 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, all
         outstanding Notes will become due and payable immediately 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 aggregate 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 or
         premium or Special Interest, if any,) if it determines that withholding
         notice is in their interest. The Holders of a majority in aggregate
         principal amount of the then outstanding Notes by written notice to the
         Trustee may, on behalf of the Holders of all of the Notes, rescind an
         acceleration or waive any existing Default or Event of Default and its
         consequences under the Indenture except a continuing Default or Event
         of Default in the payment of interest or premium or Special Interest,
         if any, on, or the principal of, the Notes. The Company

                                      A-6

<PAGE>

                                                                       EXHIBIT A

         is required to deliver to the Trustee annually a statement regarding
         compliance with the Indenture, and the Company is required, upon
         becoming aware of any Default or Event of Default, to deliver to the
         Trustee a statement specifying such Default or Event of Default.

                  (13) SUBORDINATION. Payment of principal, interest and premium
         and Special Interest, if any, on the Notes is subordinated to the prior
         payment of Senior Debt on the terms provided in the Indenture.

                  (14) 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.

                  (15) NO RECOURSE AGAINST OTHERS. A director, officer,
         employee, incorporator or stockholder of the Company or any of the
         Guarantors, as such, will not have any liability for any obligations of
         the Company or the Guarantors under the Notes, the Note Guarantees 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.

                  (16) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

                  (17) 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).

                  (18) 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 will have all the rights set
         forth in the Registration Rights Agreement dated as of February 4,
         2004, among the Company, the Guarantors and the other parties named on
         the signature pages thereof or, in the case of Additional Notes,
         Holders of Restricted Global Notes and Restricted Definitive Notes will
         have the rights set forth in one or more registration rights
         agreements, if any, among the Company, the Guarantors and the other
         parties thereto, relating to rights given by the Company and the
         Guarantors to the purchasers of any Additional Notes (collectively, the
         "Registration Rights Agreement").

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes, and the
         Trustee may use CUSIP numbers in notices of redemption as a convenience
         to Holders. No representation is made as to the 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.

                  (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
         WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE
         NOTE 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.

                                      A-7

<PAGE>

                                                                       EXHIBIT A

         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:

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia  31901
Attention: Chief Financial Officer

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                               (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint _____________________________________________________ to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.

Date: ________________

                               Your Signature: _________________________________
                                               (Sign exactly as your name
                                               appears on the face of this Note)

Signature Guarantee*: __________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-8

<PAGE>

                                                                       EXHIBIT A

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
         Company pursuant to Section 4.10 or 4.14 of the Indenture, check the
         appropriate box below:

                  -Section 4.10            -Section 4.14

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                $________________

Date: _______________

                               Your Signature: _________________________________
                                               (Sign exactly as your name
                                               appears on the face of this Note)

                               Tax Identification No.: _________________________

Signature Guarantee*: __________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-9

<PAGE>

                                                                       EXHIBIT A

             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:

<TABLE>
<CAPTION>
                                                                     Principal Amount
                                                                     [at maturity] of
                    Amount of decrease     Amount of increase in     this Global Note         Signature of
                    in Principal Amount      Principal Amount        following such       authorized officer
                     [at maturity] of        [at maturity] of           decrease             of Trustee or
Date of Exchange     this Global Note        this Global Note         (or increase)            Custodian
----------------     ----------------        ----------------         -------------            ---------
<S>                 <C>                    <C>                       <C>                  <C>
</TABLE>

*    This schedule should be included only if the Note is issued in global form.

                                      A-10

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, GA  31901

Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 703
Middletown, Connecticut  06457

         Re: 7.500% Senior Subordinated Notes due 2014

         Reference is hereby made to the Indenture, dated as of February 4, 2004
(the "Indenture"), among Carmike Cinemas, Inc., as issuer (the "Company"), the
Guarantors party thereto and Wells Fargo Bank Minnesota, National Association,
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 RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A RESTRICTED 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

                                      B-1

<PAGE>

                                                                       EXHIBIT B

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). Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Restricted 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 RESTRICTED 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, Rule
         903 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) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), 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 Restricted 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

                                      B-2

<PAGE>

                                                                       EXHIBIT B

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-3

<PAGE>

                                                                       EXHIBIT B

                       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-4

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, GA  31901

Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 703
Middletown, Connecticut  06457

         Re: 7.500% Senior Subordinated Notes due 2014

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of February 4, 2004
(the "Indenture"), among Carmike Cinemas, Inc., as issuer (the "Company"), the
Guarantors party thereto and Wells Fargo Bank Minnesota, National Association,
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 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

                                      C-1

<PAGE>

                                                                       EXHIBIT C

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.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         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:                                                       ___________________

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, GA  31901

Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 703
Middletown, Connecticut 06457

         Re: 7.500% Senior Subordinated Notes due 2014

Reference is hereby made to the Indenture, dated as of February 4, 2004 (the
"Indenture"), among Carmike Cinemas, Inc., as issuer (the "Company"), the
guarantors party thereto and Wells Fargo Bank Minnesota, National Association,
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 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, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000 an Opinion of Counsel (subject to customary qualifications
and exclusions) 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 (E) 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

                                      D-1

<PAGE>

                                                                       EXHIBIT D

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.

         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:                                                    ______________________

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of February 4, 2004 (the "Indenture") among
Carmike Cinemas, Inc., (the "Company"), the Guarantors party thereto and Wells
Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium and Special Interest, if
any, and interest on the 7.500% Senior Subordinated Notes due 2014 (the "Notes")
whether at Stated Maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note 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 Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

         Capitalized terms used but not defined herein have the meanings given
to them in the Indenture.

                                           [NAME OF GUARANTOR(S)]

                                           By: _________________________________
                                               Name:
                                               Title:

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among _____________ (the "Guaranteeing Subsidiary"), a
subsidiary of ___________ (or its permitted successor), a [Delaware] corporation
(the "Company"), the Company, the other Guarantors (as defined in the Indenture
referred to herein) 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 (the "Indenture"), dated as of February 4, 2004 providing
for the issuance of 7.500% Senior Subordinated Notes due 2014 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note 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 provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the Indenture including but
not limited to Article 11 thereof.

         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 Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

         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 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.

                                      F-1

<PAGE>

                                                                       EXHIBIT F

         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.

         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 as of ________, 2004                 SIGNATURES

                                           CARMIKE CINEMAS, INC.

                                           By: __________________________
                                               Name:
                                               Title:

                                           EASTWYNN THEATRES

                                           By: __________________________
                                               Name:
                                               Title:

                                           WOODEN NICKEL PUB, INC.

                                           By: __________________________
                                               Name:
                                               Title:

                                           MILITARY SERVICES, INC.

                                           By: __________________________
                                               Name:
                                               Title:

                                           WELLS FARGO BANK MINNESOTA, NATIONAL
                                           ASSOCIATION, AS TRUSTEE

                                           By: __________________________
                                               Name:
                                               Title:

                                      F-2