<PAGE>

                                                                     EXHIBIT 4.1

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

                             AMI Semiconductor, Inc.

                   10 3/4% Senior Subordinated Notes Due 2013

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

                                    INDENTURE

                          Dated as of January 29, 2003

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

                            AMI Semiconductor, Inc.,
                               AMIS Holdings, Inc.
                          and the Subsidiary Guarantors
                         from time to time party hereto

                         J.P. Morgan Trust Company, N.A.
                                     Trustee

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                       Indenture
Section                                                     Section
-------                                                    ---------
<S>                                                       <C>
310(a)(1)               ..............................     7.10
   (a)(2)               ..............................     7.10
   (a)(3)               ..............................     N.A.
   (a)(4)               ..............................     N.A.
   (b)                  ..............................     7.08; 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
   (c)                  ..............................    11.02
   (d)                  ..............................     7.06
314(a)                  ..............................     4.02;
                                                          13.02
   (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)   ..............................    13.06
   (a)(1)(A)            ..............................     6.05
   (a)(1)(B)            ..............................     6.04
   (a)(2)               ..............................     N.A.
   (b)                  ..............................     6.07
317(a)(1)               ..............................     6.08
   (a)(2)               ..............................     6.09
   (b)                  ..............................     2.04
318(a)                  ..............................    13.01
</TABLE>

                           N.A. means Not Applicable.

-------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

<TABLE>
<S>             <C>                                                          <C>
SECTION 1.01.   Definitions................................................    1
SECTION 1.02.   Other Definitions..........................................   32
SECTION 1.03.   Incorporation by Reference of Trust Indenture Act..........   33
SECTION 1.04.   Rules of Construction......................................   33

                                    ARTICLE 2

                                 The Securities

SECTION 2.01.   Form and Dating............................................   34
SECTION 2.02.   Execution and Authentication...............................   35
SECTION 2.03.   Registrar and Paying Agent.................................   36
SECTION 2.04.   Paying Agent To Hold Money in Trust........................   36
SECTION 2.05.   Security holder Lists......................................   37
SECTION 2.06.   Transfer and Exchange......................................   37
SECTION 2.07.   Replacement Securities.....................................   37
SECTION 2.08.   Outstanding Securities.....................................   37
SECTION 2.09.   Temporary Securities.......................................   38
SECTION 2.10.   Cancellation...............................................   38
SECTION 2.11.   Defaulted Interest.........................................   38
SECTION 2.12.   CUSIP Numbers..............................................   39
SECTION 2.13.   Issuance of Additional Securities..........................   39

                                    ARTICLE 3

                                   Redemption

SECTION 3.01.   Notices to Trustee.........................................   40
SECTION 3.02.   Selection of Securities To Be Redeemed.....................   40
SECTION 3.03.   Notice of Redemption.......................................   41
SECTION 3.04.   Effect of Notice of Redemption.............................   41
SECTION 3.05.   Deposit of Redemption Price................................   42
SECTION 3.06.   Securities Redeemed in Part................................   42

                                    ARTICLE 4

                                    Covenants

SECTION 4.01.   Payment of Securities......................................   42
SECTION 4.02.   SEC Reports................................................   43
SECTION 4.03.   Limitation on Indebtedness.................................   43
</TABLE>

<PAGE>

                                                                              ii

<TABLE>
<S>             <C>                                                          <C>
SECTION 4.04.   Limitation on Restricted Payments..........................   48
SECTION 4.05.   Limitation on Restrictions on
                  Distribution from Restricted Subsidiaries ..............    54
SECTION 4.06.   Limitation on Sales of Assets and
                  Subsidiary Stock........................................    57
SECTION 4.07.   Limitation on Affiliate Transactions.......................   62
SECTION 4.08.   Limitation on the Sale or Issuance of
                  Capital Stock of Restricted
                  Subsidiaries ...........................................    65
SECTION 4.09.   Change of Control..........................................   65
SECTION 4.10.   Future Guarantors..........................................   67
SECTION 4.11.   Compliance Certificate.....................................   68
SECTION 4.12.   Further Instruments and Acts...............................   68

                                    ARTICLE 5

                                Successor Company

SECTION 5.01.   When Company May Merge or Transfer Assets .................   68

                                    ARTICLE 6

                              Defaults and Remedies

SECTION 6.01.   Events of Default..........................................   71
SECTION 6.02.   Acceleration...............................................   74
SECTION 6.03.   Other Remedies.............................................   74
SECTION 6.04.   Waiver of Past Defaults....................................   75
SECTION 6.05.   Control by Majority........................................   75
SECTION 6.06.   Limitation on Suits........................................   75
SECTION 6.07.   Rights of Holders to Receive Payment.......................   76
SECTION 6.08.   Collection Suit by Trustee.................................   76
SECTION 6.09.   Trustee May File Proofs of Claim...........................   76
SECTION 6.10.   Priorities.................................................   77
SECTION 6.11.   Undertaking for Costs......................................   77
SECTION 6.12.   Waiver of Stay or Extension Laws...........................   78

                                    ARTICLE 7

                                     Trustee

SECTION 7.01.   Duties of Trustee..........................................   78
SECTION 7.02.   Rights of Trustee..........................................   80
SECTION 7.03.   Individual Rights of Trustee...............................   80
SECTION 7.04.   Trustee's Disclaimer.......................................   81
SECTION 7.05.   Notice of Defaults.........................................   81
SECTION 7.06.   Reports by Trustee to Holders..............................   81
SECTION 7.07.   Compensation and Indemnity.................................   81
SECTION 7.08.   Replacement of Trustee.....................................   82
</TABLE>

<PAGE>

                                                                             iii

<TABLE>
<S>             <C>                                                          <C>
SECTION 7.09.   Successor Trustee by Merger................................   83
SECTION 7.10.   Eligibility; Disqualification..............................   84
SECTION 7.11.   Preferential Collection of Claims
                  Against Company.........................................    84

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

SECTION 8.01.   Discharge of Liability on Securities;
                  Defeasance .............................................    84
SECTION 8.02.   Conditions to Defeasance...................................   86
SECTION 8.03.   Application of Trust Money.................................   87
SECTION 8.04.   Repayment to Company.......................................   88
SECTION 8.05.   Indemnity for Government Obligations.......................   88
SECTION 8.06.   Reinstatement..............................................   88

                                    ARTICLE 9

                                   Amendments

SECTION 9.01.   Without Consent of Holders.................................   89
SECTION 9.02.   With Consent of Holders....................................   90
SECTION 9.03.   Compliance with Trust Indenture Act........................   91
SECTION 9.04.   Revocation and Effect of Consents and
                  Waivers ................................................    91
SECTION 9.05.   Notation on or Exchange of Securities......................   92
SECTION 9.06.   Trustee To Sign Amendments.................................   92
SECTION 9.07.   Payment for Consent........................................   92

                                   ARTICLE 10

                                  Subordination

SECTION 10.01.  Agreement To Subordinate..................................    93
SECTION 10.02.  Liquidation, Dissolution, Bankruptcy......................    93
SECTION 10.03.  Default on Senior Indebtedness of the
                  Company ................................................    94
SECTION 10.04.  Acceleration of Payment of Securities.....................    95
SECTION 10.05.  When Distribution Must Be Paid Over.......................    95
SECTION 10.06.  Subrogation...............................................    95
SECTION 10.07.  Relative Rights...........................................    96
SECTION 10.08.  Subordination May Not Be Impaired by
                  Company ................................................    96
SECTION 10.09.  Rights of Trustee and Paying Agent........................    96
SECTION 10.10.  Distribution or Notice to
                  Representative..........................................    97
SECTION 10.11.  Article 10 Not To Prevent Events of
                  Default or Limit Right To Accelerate....................    97
SECTION 10.12.  Trust Moneys Not Subordinated.............................    97
</TABLE>

<PAGE>

                                                                              iv

<TABLE>
<S>             <C>                                                          <C>
SECTION 10.13.  Trustee Entitled To Rely..................................    97
SECTION 10.14.  Trustee To Effectuate Subordination.......................    98
SECTION 10.15.  Trustee Not Fiduciary for Holders of
                  Senior Indebtedness of the Company......................    98
SECTION 10.16.  Reliance by Holders of Senior
                  Indebtedness of the Company on
                  Subordination Provisions................................    98

                                   ARTICLE 11

                                   Guaranties

SECTION 11.01.  Subsidiary Guaranties.....................................    99
SECTION 11.02.  Holdings Guaranty.........................................   101
SECTION 11.03.  Limitation on Liability...................................   104
SECTION 11.04.  Successors and Assigns....................................   104
SECTION 11.05.  No Waiver.................................................   104
SECTION 11.06.  Modification..............................................   105
SECTION 11.07.  Release of Subsidiary Guarantor...........................   105

                                   ARTICLE 12

                     Subordination of Securities Guaranties

SECTION 12.01.  Agreement To Subordinate..................................   105
SECTION 12.02.  Liquidation, Dissolution, Bankruptcy......................   106
SECTION 12.03.  Default on Senior Indebtedness of
                  Securities Guarantor....................................   106
SECTION 12.04.  Demand for Payment........................................   108
SECTION 12.05.  When Distribution Must Be Paid Over.......................   108
SECTION 12.06.  Subrogation...............................................   108
SECTION 12.07.  Relative Rights...........................................   108
SECTION 12.08.  Subordination May Not Be Impaired by
                  any Securities Guarantor................................   109
SECTION 12.09.  Rights of Trustee and Paying Agent........................   109
SECTION 12.10.  Distribution or Notice to
                  Representative..........................................   109
SECTION 12.11.  Article 12 Not To Prevent Events of
                  Default or Limit Right To Demand
                  Payment ................................................   110
SECTION 12.12.  Trustee Entitled To Rely..................................   110
SECTION 12.13.  Trustee To Effectuate Subordination.......................   110
SECTION 12.14.  Trustee Not Fiduciary for Holders of
                  Senior Indebtedness of Securities
                  Guarantor ..............................................   111
SECTION 12.15.  Reliance by Holders of Senior
                  Indebtedness of Securities Guarantors on
                  Subordination Provisions................................   111
</TABLE>

<PAGE>

                                                                              v

                                   ARTICLE 13

                                  Miscellaneous

<TABLE>
<S>             <C>                                                          <C>
SECTION 13.01.  Trust Indenture Act Controls.............................    111
SECTION 13.02.  Notices..................................................    111
SECTION 13.03.  Communication by Holders with Other
                  Holders................................................    113
SECTION 13.04.  Certificate and Opinion as to
                  Conditions Precedent...................................    113
SECTION 13.05.  Statements Required in Certificate
                  or Opinion ............................................    113
SECTION 13.06.  When Securities Disregarded..............................    114
SECTION 13.07.  Rules by Trustee, Paying Agent and
                  Registrar .............................................    114
SECTION 13.08.  Legal Holidays...........................................    114
SECTION 13.09.  Governing Law............................................    114
SECTION 13.10.  No Recourse Against Others...............................    114
SECTION 13.11.  Successors...............................................    115
SECTION 13.12.  Multiple Originals.......................................    115
SECTION 13.13.  Table of Contents; Headings..............................    115
</TABLE>

Exhibit  1 - Form of Supplemental Indenture to be Delivered by Additional
                  Subsidiary Guarantors

Exhibit  2 - Form of Supplemental Indenture to be Delivered by Successor to
                  Holdings

Rule 144A/Regulation S Appendix

         Exhibit 1 - Form of Initial Security

         Exhibit A - Form of Exchange Security or Private Exchange Security

<PAGE>

                                    INDENTURE dated as of January 29, 2003,
                           among AMI Semiconductor, Inc., a Delaware corporation
                           (the "Company"), AMIS Holdings, Inc., a Delaware
                           corporation ("Holdings"), the Subsidiary Guarantors
                           from time to time party hereto and J.P. Morgan Trust
                           Company, National Association (the "Trustee").

                  Each  party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Securities:

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

                  SECTION 1.01.     Definitions.

                  "Additional Assets" means

                  (1)      any property, plant or equipment or other long-lived
         assets used in a Related Business;

                  (2)      the Capital Stock of a Person that becomes a
         Restricted Subsidiary as a result of the acquisition of such Capital
         Stock by the Company or another Restricted Subsidiary; or

                  (3)      Capital Stock constituting a minority interest in any
         Person that at such time is a Restricted Subsidiary;

         provided, however, that any such Restricted Subsidiary described in
         clause (2) or (3) above is primarily engaged in a Related Business.

                  "Additional Securities" means, subject to the Company's
compliance with Section 4.03, any additional 10 3/4% Senior Subordinated Notes
Due 2013 issued from time to time after the Issue Date under the terms of this
Indenture (other than pursuant to Section 2.06, 2.07, 2.09, or 3.06 of this
Indenture or Section 2.3 of the Appendix and other than Exchange Securities or
Private Exchange Securities issued pursuant to an exchange offer for other
Securities outstanding under this Indenture).

<PAGE>

                                                                               2

                  "Advisory Agreements" means the advisory agreements dated as
of December 21, 2000, by and between the Company, Holdings and each of (i)
Francisco Partners GP, LLC and (ii) TBW LLC, as assigned to Citigroup Venture
Capital Equity Partners, L.P. pursuant to an assignment and assumption agreement
dated as of December 11, 2001, including the Side Letter Agreement thereto dated
June 26, 2002, as each may be amended, renewed, extended or supplemented from
time to time.

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 10% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

                  "Asset Disposition" means any sale, lease (other than
operating leases entered into by the Company or any Restricted Subsidiary as
lessor in the ordinary course of business), transfer or other disposition (or
series of related sales, leases, transfers or dispositions) by the Company or
any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of:

                  (1)      any shares of Capital Stock of a Restricted
         Subsidiary (other than directors' qualifying shares or shares required
         by applicable law to be held by a Person other than the Company or a
         Restricted Subsidiary);

                  (2)      all or substantially all the assets of any division
         or line of business of the Company or any Restricted Subsidiary; or

<PAGE>

                                                                               3

                  (3)      any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary

(other than, in the case of clauses (1), (2) and (3) above,

                           (A)      a disposition by a Restricted Subsidiary to
                  the Company or by the Company or a Restricted Subsidiary to a
                  Restricted Subsidiary;

                           (B)      for purposes of Section 4.06 only, a
                  disposition (x) that constitutes a Restricted Payment
                  permitted by Section 4.04 or a Permitted Investment and (y)
                  that constitutes a transaction permitted by Section 5.01 by
                  the Company, Holdings or any Restricted Subsidiary of all or
                  substantially all the assets of the Company and its Restricted
                  Subsidiaries;

                           (C)      a disposition of assets with a fair market
                  value of less than $500,000; and

                           (D)      sales or other dispositions of obsolete,
                  negligible or worn-out assets in the ordinary course of
                  business.)

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest borne by the Securities, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended); provided, however, that if such Sale/Leaseback
Transaction results in a Capital Lease Obligation, the amount of Indebtedness
represented thereby will be determined in accordance with the definition of
"Capital Lease Obligation".

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness, the quotient obtained by dividing:

                  (1)      the sum of the products of the numbers of years from
         the date of determination to the dates of each successive scheduled
         principal payment or redemption or similar payment with respect to such

<PAGE>

                                                                               4

         Indebtedness multiplied by the amount of such payment by

                  (2)      the sum of all such payments.

                  "Bank Indebtedness" means all Obligations pursuant to the
Credit Agreement.

                  "Board of Directors" with respect to a Person means the Board
of Directors of such Person or any committee thereof duly authorized to act on
behalf of such Board.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital Lease Obligation" means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined 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 terminated by the
lessee without payment of a penalty.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.

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

                  (1)      prior to the earlier to occur of (A) the first public
         offering of common stock of Holdings or (B) the first public offering
         of common stock of the Company, the Permitted Holders as a group cease
         to be the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
         the Exchange Act), directly or indirectly, of a majority in the
         aggregate of the total voting power of the Voting Stock of Holdings or
         the Company, whether as a result of an issuance of securities of
         Holdings or the Company, any merger, consolidation, liquidation or
         dissolution of Holdings or the Company, or any direct or indirect
         transfer of securities by Holdings or otherwise (for

<PAGE>

                                                                               5

         purposes of this clause (1) and clause (2) below, the Permitted Holders
         shall be deemed to beneficially own any Voting Stock of a Person (the
         "specified person") held by any other Person (the "parent entity") so
         long as the Permitted Holders beneficially own (as so defined),
         directly or indirectly, in the aggregate a majority of the voting power
         of the Voting Stock of the parent entity);

                  (2)      after the earliest to occur of (A) the first public
         offering of common stock of Holdings or (B) the first public offering
         of common stock of the Company, any "person" (as such term is used in
         Sections 13(d) and 14(d) of the Exchange Act), other than one or more
         Permitted Holders, is or becomes the beneficial owner (as defined in
         clause (1) above, except that for purposes of this clause (2) such
         person shall be deemed to have "beneficial ownership" of all shares
         that any such person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than 35% of the total voting power of the Voting
         Stock of the Company; provided, however, that the Permitted Holders as
         a group beneficially own (as defined in clause (1) above), directly or
         indirectly, in the aggregate a lesser percentage of the total voting
         power of the Voting Stock of the Company than such other person and do
         not have the right or ability by voting power, contract or otherwise to
         elect or designate for election a majority of the Board of Directors of
         the Company (for the purposes of this clause (2), such other person
         shall be deemed to beneficially own any Voting Stock of a specified
         person held by a parent entity, if such other person is the beneficial
         owner (as defined in this clause (2)), directly or indirectly, of more
         than 35% of the voting power of the Voting Stock of such parent entity
         and the Permitted Holders beneficially own (as defined in clause (1)
         above), directly or indirectly, in the aggregate a lesser percentage of
         the voting power of the Voting Stock of such parent entity and do not
         have the right or ability by voting power, contract or otherwise to
         elect or designate for election a majority of the board of directors of
         such parent entity);

                  (3)      individuals who on the Issue Date constituted the
         Board of Directors of the Company or the Board of Directors of Holdings
         (together with any

<PAGE>

                                                                               6

         new directors (A) whose election by such Board of Directors of the
         Company or the Board of Directors of Holdings or whose nomination for
         election by the stockholders of the Company or Holdings, as the case
         may be, was approved by a vote of a majority of the directors of the
         Company or of Holdings, as the case may be, then still in office who
         were either directors on the Issue Date or whose election or nomination
         for election was previously so approved or (B) who were elected to the
         Board of Directors pursuant to the Shareholders' Agreement) cease for
         any reason to constitute a majority of the Board of Directors of the
         Company or the Board of Directors of Holdings then in office;

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

                  (5)      the merger or consolidation of Holdings or the
         Company with or into another Person or the merger of another Person
         with or into Holdings or the Company, or the sale of all or
         substantially all the assets of Holdings or the Company (determined on
         a consolidated basis) to another Person other than (i) a transaction in
         which the surviving Person or transferee is a Person that is controlled
         by the Permitted Holders as a group or (ii) a transaction following
         which (A) in the case of a merger or consolidation transaction, holders
         of securities that represented 100% of the Voting Stock of Holdings or
         the Company immediately prior to such transaction (or other securities
         into which such securities are converted as part of such merger or
         consolidation transaction) own directly or indirectly at least a
         majority of the voting power of the Voting Stock of the surviving
         Person in such merger or consolidation transaction immediately after
         such transaction and in substantially the same proportion as before the
         transaction and (B) in the case of a sale of assets transaction, each
         transferee becomes an obligor in respect of the Securities and a
         Subsidiary of the transferor of such assets.

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

                  "Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision

<PAGE>

                                                                               7

contained herein and required by the TIA, each other obligor on the indenture
securities.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (x) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters ending at least 45 days prior to the
date of such determination to (y) Consolidated Interest Expense for such four
fiscal quarters; provided, however, that:

                  (1)      if the Company or any Restricted Subsidiary has
         Incurred any Indebtedness since the beginning of such period that
         remains outstanding on the date of determination or if the transaction
         giving rise to the need to calculate the Consolidated Coverage Ratio is
         an Incurrence of Indebtedness, or both, EBITDA and Consolidated
         Interest Expense for such period shall be calculated after giving
         effect on a pro forma basis to such Indebtedness as if such
         Indebtedness had been Incurred on the first day of such period;

                  (2)      if the Company or any Restricted Subsidiary has
         repaid, repurchased, defeased or otherwise discharged any Indebtedness
         since the beginning of such period or if any Indebtedness is to be
         repaid, repurchased, defeased or otherwise discharged (in each case
         other than Indebtedness Incurred under any revolving credit facility
         unless such Indebtedness has been permanently repaid and has not been
         replaced) on the date of the transaction giving rise to the need to
         calculate the Consolidated Coverage Ratio, EBITDA and Consolidated
         Interest Expense for such period shall be calculated on a pro forma
         basis as if such discharge had occurred on the first day of such period
         and as if the Company or such Restricted Subsidiary has not earned the
         interest income actually earned during such period in respect of cash
         or Temporary Cash Investments used to repay, repurchase, defease or
         otherwise discharge such Indebtedness;

                  (3)      if since the beginning of such period the Company or
         any Restricted Subsidiary shall have made any Asset Disposition, EBITDA
         for such period shall be reduced by an amount equal to EBITDA (if
         positive) directly attributable to the assets which are the subject of
         such Asset Disposition for such period, or increased by an amount equal
         to EBITDA (if negative), directly attributable thereto for

<PAGE>

                                                                               8

         such period and Consolidated Interest Expense for such period shall be
         reduced by an amount equal to the Consolidated Interest Expense
         directly attributable to any Indebtedness of the Company or any
         Restricted Subsidiary repaid, repurchased, defeased or otherwise
         discharged with respect to the Company and its continuing Restricted
         Subsidiaries in connection with such Asset Disposition for such period
         (or, if the Capital Stock of any Restricted Subsidiary is sold, the
         Consolidated Interest Expense for such period directly attributable to
         the Indebtedness of such Restricted Subsidiary to the extent the
         Company and its continuing Restricted Subsidiaries are no longer liable
         for such Indebtedness after such sale);

                  (4)      if since the beginning of such period the Company or
         any Restricted Subsidiary (by merger or otherwise) shall have made an
         Investment in any Restricted Subsidiary (or any person which becomes a
         Restricted Subsidiary) or an acquisition of assets, including any
         acquisition of assets occurring in connection with a transaction
         requiring a calculation to be made hereunder, which constitutes all or
         substantially all of an operating unit of a business, EBITDA and
         Consolidated Interest Expense for such period shall be calculated after
         giving pro forma effect thereto (including the Incurrence of any
         Indebtedness) as if such Investment or acquisition occurred on the
         first day of such period; and

                  (5)      if since the beginning of such period any Person
         (that subsequently became a Restricted Subsidiary or was merged with or
         into the Company or any Restricted Subsidiary since the beginning of
         such period) shall have made any Asset Disposition, any Investment or
         acquisition of assets that would have required an adjustment pursuant
         to clause (3) or (4) above if made by the Company or a Restricted
         Subsidiary during such period, EBITDA and Consolidated Interest Expense
         for such period shall be calculated after giving pro forma effect
         thereto in substantially the manner described in clause (3) or (4)
         above, as the case may be, as if such Asset Disposition, Investment or
         acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the

<PAGE>

                                                                               9

amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company
(and shall include any applicable Pro Forma Cost Savings). If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Indebtedness
if such Interest Rate Agreement has a remaining term in excess of 12 months).

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent incurred by the Company or its Restricted Subsidiaries,
without duplication:

                  (1)      interest expense attributable to Capital Lease
         Obligations and the interest expense attributable to leases
         constituting part of a Sale/Leaseback Transaction;

                  (2)      amortization of debt discount;

                  (3)      capitalized interest;

                  (4)      non-cash interest expense;

                  (5)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing;

                  (6)      net payments pursuant to Hedging Obligations;

                  (7)      dividends in respect of all Preferred Stock held by
         Persons other than the Company or a Restricted Subsidiary (other than
         dividends payable solely in Capital Stock (other than Disqualified
         Stock) of the Company); provided, however, that such dividends shall be
         multiplied by a fraction the numerator of which is one and the
         denominator of which is one minus the effective combined tax rate of
         the issuer of such Preferred Stock (expressed as a decimal) for such
         period (as estimated by the Chief Financial Officer of the Company in
         good faith);

<PAGE>

                                                                              10

                  (8)      interest incurred in connection with Investments in
         discontinued operations;

                  (9)      interest accruing on any Indebtedness of any other
         Person to the extent such Indebtedness is Guaranteed by (or secured by
         the assets of) the Company or any Restricted Subsidiary; and

                  (10)     the cash contributions to any employee stock
         ownership plan or similar trust to the extent such contributions are
         used by such plan or trust to pay interest or fees to any Person (other
         than the Company) in connection with Indebtedness Incurred by such plan
         or trust.

                  "Consolidated Net Income" means, for any period, the net
income of the Company and its consolidated Subsidiaries; provided, however, that
there shall not be included in such Consolidated Net Income:

                  (1)      any net income of any Person (other than the Company)
         if such Person is not a Restricted Subsidiary, except that:

                           (A)      subject to the exclusion contained in clause
                  (4) below, the Company's equity in the net income of any such
                  Person for such period shall be included in such Consolidated
                  Net Income up to the aggregate amount of cash actually
                  distributed by such Person during such period to the Company
                  or a Restricted Subsidiary as a dividend or other distribution
                  (subject, in the case of a dividend or other distribution paid
                  to a Restricted Subsidiary, to the limitations contained in
                  clause (3) below); and

                           (B)      the Company's equity in a net loss of any
                  such Person for such period shall be included in determining
                  such Consolidated Net Income;

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

                  (3)      any net income of any Restricted Subsidiary if such
         Restricted Subsidiary is subject to restrictions, directly or
         indirectly, on the payment of dividends or the making of distributions
         by such

<PAGE>

                                                                              11

         Restricted Subsidiary, directly or indirectly, to the Company, except
         that:

                           (A)      subject to the exclusion contained in clause
                  (4) below, the Company's equity in the net income of any such
                  Restricted Subsidiary for such period shall be included in
                  such Consolidated Net Income up to the aggregate amount of
                  cash actually distributed by such Restricted Subsidiary during
                  such period to the Company or another Restricted Subsidiary as
                  a dividend or other distribution (subject, in the case of a
                  dividend or other distribution paid to another Restricted
                  Subsidiary, to the limitation contained in this clause); and

                           (B)      the Company's equity in a net loss of any
                  such Restricted Subsidiary for such period shall be included
                  in determining such Consolidated Net Income;

                  (4)      any gain (or loss) realized upon the sale or other
         disposition of any assets of the Company, its consolidated Subsidiaries
         or any other Person (including pursuant to any sale-and-leaseback
         arrangement) which is not sold or otherwise disposed of in the ordinary
         course of business and any gain (or loss) realized upon the sale or
         other disposition of any Capital Stock of any Person;

                  (5)      extraordinary gains or losses;

                  (6)      any transaction gains and losses due solely to
         fluctuations in currency values; and

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

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there
shall be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of Investments or
return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D)
thereof.

                  "Credit Agreement" means the Credit Agreement dated as of
December 21, 2000, among the Company, Holdings, the lenders party thereto and
Credit Suisse

<PAGE>

                                                                              12

First Boston, as administrative agent and as collateral agent, together with the
documents related thereto (including the term loans, revolving loans, swingline
loans and letters of credit made or issued thereunder and any guarantees and
security documents entered into in connection therewith), as amended, extended,
renewed, restated, supplemented or otherwise modified (in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time, and any agreement (and related document)
governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings, letters of credit and commitments then outstanding or permitted to
be outstanding under such Credit Agreement or a successor Credit Agreement,
whether by the same or any other lender or group of lenders.

                  "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement to which
such Person is a party.

                  "CVC" means Citigroup Venture Capital Equity Partners, L.P.
and its successors.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Designated Senior Indebtedness", with respect to a Person
means:

                  (1)      the Bank Indebtedness; and

                  (2)      any other Senior Indebtedness of such Person which,
         at the date of determination, has an aggregate principal amount
         outstanding of, or under which, at the date of determination, the
         holders thereof are committed to lend up to, at least $10.0 million and
         is specifically designated by such Person in the instrument evidencing
         or governing such Senior Indebtedness as "Designated Senior
         Indebtedness" for purposes of this Indenture.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable at the option of the holder) or
upon the happening of any event:

                  (1)      matures or is mandatorily redeemable (other than
         redeemable only for Capital Stock of such

<PAGE>

                                                                              13

         Person which is not itself Disqualified Stock) pursuant to a sinking
         fund obligation or otherwise;

                  (2)      is convertible or exchangeable at the option of the
         holder for Indebtedness or Disqualified Stock; or

                  (3)      is mandatorily redeemable or must be purchased upon
         the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to purchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified Stock if:

                  (1)      the "asset sale" or "change of control" provisions
         applicable to such Capital Stock are not more favorable to the holders
         of such Capital Stock than the terms applicable to the Securities in
         Sections 4.06 and 4.09 of this Indenture; and

                  (2)      any such requirement only becomes operative after
         compliance with such terms applicable to the Securities, including the
         purchase of any Securities tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid
or repurchased on any date on which the amount of such Disqualified Stock is to
be determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
shall be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

                  "EBITDA" for any period means the sum of Consolidated Net
Income, plus the following to the extent deducted in calculating such
Consolidated Net Income, without duplication:

<PAGE>

                                                                              14

                  (1)      all income tax expense of the Company and its
         consolidated Restricted Subsidiaries;

                  (2)       Consolidated Interest Expense;

                  (3)       depreciation and amortization expense of the Company
         and its consolidated Restricted Subsidiaries (excluding amortization
         expense attributable to a prepaid operating activity item that was paid
         in cash in a prior period);

                  (4)       all other non-cash charges of the Company and its
         consolidated Restricted Subsidiaries (excluding any such non-cash
         charge to the extent that it represents an accrual of or reserve for
         cash expenditures in any future period); and

                  (5)       restructuring costs and acquisition integration
         costs and fees, including cash severance payments made in connection
         with acquisitions;

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion,
including by reason of minority interests) that the net income of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
only if a corresponding amount would be permitted at the date of determination
to be dividended to the Company by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

                  "Equity Offering" means any primary offering of Capital Stock
(other than Disqualified Stock) of (i) the Company or (ii) Holdings (to the
extent the net cash proceeds thereof are contemporaneously contributed to the
cash common equity of the Company), in each case other than any sale of Capital
Stock to an Affiliate of Holdings or the Company.

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

                  "Facilities" means the Term Loan Facilities and the Revolving
Credit Facilities.

<PAGE>

                                                                              15

                  "Foreign Subsidiary" means any Restricted Subsidiary not
created or organized in the United States, any state thereof or the District of
Columbia and that conducts substantially all its operations outside of the
United States.

                  "FP" means Francisco Partners, L.P. and its successors.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth in:

                  (1)      the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants;

                  (2)      statements and pronouncements of the Financial
         Accounting Standards Board;

                  (3)      such other statements by such other entity as
         approved by a significant segment of the accounting profession; and

                  (4)      the rules and regulations of the SEC governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the SEC.

                  "GA-TEK" means GA-TEK Inc. and its successors.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (1)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Indebtedness of such Person (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); or

                  (2)      entered into for the purpose of assuring in any other
         manner the obligee of such Indebtedness of

<PAGE>

                                                                              16

         the payment thereof or to protect such obligee against loss in respect
         thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit or standard contractual indemnities, in each case in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing
any obligation.

                  "Guaranty Agreement" means a supplemental indenture, in
substantially the form included as Exhibit 1 or Exhibit 2 to this Indenture as
applicable, pursuant to which a Subsidiary Guarantor or Holdings Guarantees the
Company's obligations with respect to the Securities on the terms provided for
in this Indenture.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

                  "Holdings" means AMIS Holdings, Inc., a Delaware corporation,
and any successor corporation.

                  "Holdings Guaranty" means the Guarantee by Holdings of the
Company's obligations with respect to the Securities contained in this
Indenture.

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Person at the time it becomes a Restricted Subsidiary. The
term "Incurrence" when used as a noun shall have a correlative meaning. Solely
for purposes of determining compliance with Section 4.03:

                  (1)      amortization of debt discount or the accretion of
         principal with respect to a non-interest bearing or other discount
         security;

                  (2)      the payment of interest in the form of additional
         Indebtedness of the same instrument or

<PAGE>

                                                                              17

         the payment of dividends on Capital Stock in the form of additional
         Capital Stock of the same class and with the same terms, in each case
         to the extent such pay-in-kind securities were contemplated on the
         issue date of the underlying securities; and

                  (3)      the obligation to pay a premium in respect of
         Indebtedness arising in connection with the issuance of a notice of
         redemption or making of a mandatory offer to purchase such Indebtedness

shall not be deemed to be the Incurrence of Indebtedness.

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication):

                  (1)      the principal in respect of (A) indebtedness of such
         Person for money borrowed and (B) indebtedness evidenced by notes,
         debentures, bonds or other similar instruments for the payment of which
         such Person is responsible or liable, including, in each case, any
         premium on such indebtedness to the extent such premium has become due
         and payable;

                  (2)      all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale/Leaseback Transactions entered
         into by such Person;

                  (3)      all obligations of such Person issued or assumed as
         the deferred purchase price of property, all conditional sale
         obligations of such Person and all obligations of such Person under any
         title retention agreement (but excluding trade accounts payable arising
         in the ordinary course of business);

                  (4)      all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in
         clauses (1) through (3) above) entered into in the ordinary course of
         business of such Person to the extent such letters of credit are not
         drawn upon or, if and to the extent drawn upon, such drawing is
         reimbursed no later than the tenth Business Day following payment on
         the letter of credit);

<PAGE>

                                                                              18

                  (5)      the amount of all obligations of such Person with
         respect to the redemption, repayment or other repurchase of any Capital
         Stock of such Person or any Subsidiary of such Person or that are
         determined by the value of such Capital Stock, the principal amount of
         such Capital Stock to be determined in accordance with this Indenture;

                  (6)      all obligations of the type referred to in clauses
         (1) through (5) of other Persons and all dividends of other Persons for
         the payment of which, in either case, such Person is responsible or
         liable, directly or indirectly, as obligor, guarantor or otherwise,
         including by means of any Guarantee;

                  (7)      all obligations of the type referred to in clauses
         (1) through (6) of other Persons secured by any Lien on any property or
         asset of such Person (whether or not such obligation is assumed by such
         Person), the amount of such obligation being deemed to be the lesser of
         the value of such property or assets and the amount of the obligation
         so secured; and

                  (8)      to the extent not otherwise included in this
         definition, Hedging Obligations of such Person.

                  Notwithstanding the foregoing, in connection with the purchase
by the Company or any Restricted Subsidiary of any business, the term
"Indebtedness" shall exclude post-closing payment adjustments to which the
seller may become entitled to the extent such payment is determined by a final
closing balance sheet or such payment depends on the performance of such
business after the closing; provided, however, that, at the time of closing, the
amount of any such payment is not determinable and, to the extent such payment
thereafter becomes fixed and determined, the amount is paid within 45 days
thereafter.

                  The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such
date; provided, however, that in the case of Indebtedness sold at a discount,
the amount of such Indebtedness at any time shall be the accreted value thereof
at such time.

<PAGE>

                                                                              19

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

                  "Independent Qualified Party" means an investment banking
firm, accounting firm or appraisal firm of national standing; provided, however,
that such firm is not an Affiliate of the Company.

                  "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement, or other similar
financial agreement or arrangement to which such Person is a party.

                  "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender, and commission, travel and similar advances to officers and employees in
the ordinary course of business) or other extensions of credit (including by way
of Guarantee or similar arrangement) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
Except as otherwise provided for herein, the amount of an Investment shall be
its fair value at the time the Investment is made and without giving effect to
subsequent changes in value.

                  For purposes of the definition of "Unrestricted Subsidiary",
the definition of "Restricted Payment" and Section 4.04:

                  (1)      "Investment" shall include the portion (proportionate
         to the Company's equity interest in such Subsidiary) of the fair market
         value of the net assets of any Subsidiary of the Company at the time
         that such Subsidiary is designated an Unrestricted Subsidiary;
         provided, however, that upon a redesignation of such Subsidiary as a
         Restricted Subsidiary, the Company shall be deemed to continue to have
         a permanent "Investment" in an Unrestricted Subsidiary equal to an
         amount (if positive) equal to (A) the Company's "Investment" in such
         Subsidiary at the time of such redesignation less (B) the portion
         (proportionate to the Company's equity interest in such Subsidiary) of
         the fair market value of the net assets of such Subsidiary at the time
         of such redesignation; and

<PAGE>

                                                                              20

                  (2)      any property transferred to or from an Unrestricted
         Subsidiary shall be valued at its fair market value at the time of such
         transfer, in each case as determined in good faith by the Board of
         Directors of the Company.

                  "Issue Date" means the date on which the Securities are
originally issued.

                  "Japan Energy Corporation" or "JEC" means Japan Energy
Corporation and its successors.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions are not required to be open in the State of New York or the
State of California.

                  "lenders" has the meaning specified in the Credit Agreement.

                  "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

                  "Net Available Cash" from an Asset Disposition means cash
payments received therefrom (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
otherwise and proceeds from the sale or other disposition of any securities
received as consideration, but only as and when received, but excluding any
other consideration received in the form of assumption by the acquiring Person
of Indebtedness or other obligations relating to such properties or assets or
received in any other non-cash form), in each case net of:

                  (1)      all legal, title and recording tax expenses,
         commissions and other fees and expenses incurred, and all Federal,
         state, provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Disposition;

                  (2)      all payments made on any Indebtedness which is
         secured by any assets subject to such Asset Disposition, in accordance
         with the terms of any Lien upon or other security agreement of any kind
         with respect to such assets, or which must by its terms, or in order to
         obtain a necessary consent to such Asset Disposition, or by applicable
         law, be

<PAGE>

                                                                              21

         repaid out of the proceeds from such Asset Disposition;

                  (3)      all distributions and other payments required to be
         made to minority interest holders in Restricted Subsidiaries as a
         result of such Asset Disposition; and

                  (4)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the property or other assets disposed in such Asset
         Disposition and retained by the Company or any Restricted Subsidiary
         after such Asset Disposition.

                  "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                  "Obligations" means, with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, costs,
indemnifications (whether primary, secondary, direct, contingent, fixed or
otherwise), reimbursements, post petition interest and payments in respect of
letters of credit (including payments in respect of reimbursements) and other
amounts payable pursuant to the documentation governing such Indebtedness.

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

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Officers of such Person.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Permitted Holders" means (i)(A) FP, any FP fund or
co-investment partnership, (B) any general or limited partner of any FP fund or
co-investment partnership

<PAGE>

                                                                              22

collectively, an "FP Partner"), and any corporation, partnership or other entity
that is an Affiliate of any FP Partner (collectively "FP Affiliates"), (C) any
managing director, general partner, director, limited partner, officer or
employee of an FP fund, any FP Partner or any FP Affiliate, or any spouse,
lineal descendant, sibling, parent, heir, executor, administrator, testamentary
trustee, legatee or beneficiary of any of the foregoing persons described in
this clause (C) (collectively, "FP Associates") and (D) any trust, the
beneficiaries of which, any charitable trust, the grantor of which, or any
corporation, limited liability company or partnership, the stockholders, members
or general or limited partners of which include only FP, FP Partners, FP
Affiliates, FP Associates, their spouses or their lineal descendants;

                  (ii)     (A) CVC, CVC/SSB Employee Fund, L.P., CVC Executive
Fund LLC, Natasha Foundation, Citicorp Venture Capital Ltd., any CVC fund or
co-investment partnership, Citigroup, any affiliate of Citigroup or any general
or limited partner of any CVC fund or co-investment partnership (collectively, a
"CVC Partner"), and any corporation, partnership or other entity that is an
Affiliate of Citigroup or any CVC Partner (collectively "CVC Affiliates"), (B)
any managing director, general partner, director, limited partner, officer or
employee of any CVC fund, any CVC Partner or any CVC Affiliate, or any spouse,
lineal descendant, sibling, parent, heir, executor, administrator, testamentary
trustee, legatee or beneficiary of any of the foregoing persons described in
this clause (B) (collectively, "CVC Associates") and (C) any trust, the
beneficiaries of which, any charitable trust, the grantor of which, or any
corporation, limited liability company or partnership, the stockholders, members
or general or limited partners of which include only CVC, CVC Partners, CVC
Affiliates, CVC Associates, their spouses or their lineal descendants; and

                  (iii)    officers and directors of the Company on the Issue
Date.

Except for a Permitted Holder specifically identified by name, in determining
whether Voting Stock is owned by a Permitted Holder, only Voting Stock acquired
by a Permitted Holder in its described capacity shall be treated as
"beneficially owned" by such Permitted Holder.

                  "Permitted Investment" means an Investment by the Company or
any Restricted Subsidiary in:

<PAGE>

                                                                              23

                  (1)      the Company, a Restricted Subsidiary or a Person that
         will, upon the making of such Investment, become a Restricted
         Subsidiary; provided, however, that the primary business of such
         Restricted Subsidiary is a Related Business;

                  (2)      another Person if, as a result of such Investment,
         such other Person is merged or consolidated with or into, or transfers
         or conveys all or substantially all its assets to, the Company or a
         Restricted Subsidiary; provided, however, that such Person's primary
         business is a Related Business;

                  (3)      cash and Temporary Cash Investments;

                  (4)      receivables owing to the Company or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (5)      payroll, travel and similar advances to cover matters
         that are expected at the time of such advances ultimately to be treated
         as expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (6)      loans or advances to employees made in the ordinary
         course of business consistent with past practices of the Company or
         such Restricted Subsidiary;

                  (7)      stock, obligations or securities received in
         settlement of debts created in the ordinary course of business and
         owing to the Company or any Restricted Subsidiary or in satisfaction of
         judgments;

                  (8)      any Person to the extent such Investment represents
         the non-cash portion of the consideration received for an Asset
         Disposition as permitted pursuant to Section 4.06;

                  (9)      any Person where such Investment was acquired by the
         Company or any of its Restricted Subsidiaries (a) in exchange for any
         other Investment or accounts receivable held by the

<PAGE>

                                                                              24

         Company or any such Restricted Subsidiary in connection with or as a
         result of a bankruptcy, workout, reorganization or recapitalization of
         the issuer of such other Investment or accounts receivable or (b) as a
         result of a foreclosure by the Company or any of its Restricted
         Subsidiaries with respect to any secured Investment or other transfer
         of title with respect to any secured Investment in default;

                  (10)     any Person to the extent such Investments consist of
         prepaid expenses, negotiable instruments held for collection and lease,
         utility and workers' compensation, performance and other similar
         deposits made in the ordinary course of business by the Company or any
         Restricted Subsidiary;

                  (11)     any Person to the extent such Investments consist of
         Hedging Obligations otherwise permitted under Section 4.03;

                  (12)     so long as no Default shall have occurred and be
         continuing (or result therefrom), any Person engaged in a Related
         Business in an aggregate amount which, when added together with the
         amount of all the Investments made pursuant to this clause (12) which
         at such time have not been repaid through repayments of loans or
         advances or other transfers of assets, does not exceed (A) $25 million
         at any time prior to the first anniversary of the Issue Date and (B)
         the greater of (x) $25 million or (y) 6% of Total Assets at any time
         thereafter (with the fair market value of each Investment being
         measured at the time made and without giving effect to subsequent
         changes in value); and

                  (13)     Persons to the extent such Investments are in
         existence on the Issue Date.

                  "Permitted Transferee" means, in the case of any Permitted
Holder who is a natural Person, such Person's spouse or children or
grandchildren (in each case, natural or adopted), any trust for the sole benefit
of such Person, such Person's spouse or children or grandchildren (in each case,
natural or adopted), any charitable trust the grantor of which is such Person,
or any corporation or partnership all of the Capital Stock of which is directly
and beneficially owned by such Person or such Person's spouse or children or

<PAGE>

                                                                              25

grandchildren (in each case, natural or adopted) (or any trust solely for the
benefit of such persons).

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

                  "principal" of a Security means the principal of the Security
plus the premium, if any, payable on the Security which is due or overdue or is
to become due at the relevant time.

                  "Pro Forma Cost Savings" means, with respect to any period,
the reduction in costs that were

                           (1)      directly attributable to an asset
         acquisition and calculated on a basis that is consistent with
         Regulation S-X under the Securities Act in effect and applied as of the
         Issue Date, or

                           (2)      implemented by the business that was the
         subject of any such asset acquisition within twelve months of the date
         of the asset acquisition and that are supportable and qualifiable by
         the underlying accounting records of such business,

as if, in the case of each of clause (1) and (2), all such reductions in costs
had been effected as of the beginning of such period.

                  "Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Refinancing Indebtedness" means Indebtedness that Refinances
any Indebtedness of the Company or any Restricted Subsidiary existing on the
Issue Date or Incurred in compliance with this Indenture, including

<PAGE>

                                                                              26

Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

                  (1)      such Refinancing Indebtedness has a Stated Maturity
         no earlier than the Stated Maturity of the Indebtedness being
         Refinanced;

                  (2)      such Refinancing Indebtedness has an Average Life at
         the time such Refinancing Indebtedness is Incurred that is equal to or
         greater than the Average Life of the Indebtedness being Refinanced; and

                  (3)      such Refinancing Indebtedness has an aggregate
         principal amount (or if Incurred with original issue discount, an
         aggregate issue price) that is equal to or less than the aggregate
         principal amount (or if Incurred with original issue discount, the
         aggregate accreted value) then outstanding or committed (plus fees and
         expenses, including any premium and defeasance costs) under the
         Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A)
Indebtedness of any Subsidiary that Refinances Indebtedness of the Company or
(B) Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

                  "Related Business" means any business in which the Company was
engaged on the Issue Date and any business related, ancillary or complementary
to any business of the Company in which the Company was engaged on the Issue
Date.

                  "Representative" means, with respect to a Person, any trustee,
agent or representative (if any) for an issue of Senior Indebtedness of such
Person.

                  "Restricted Payment" with respect to any Person means:

                  (1)      the declaration or payment of any dividends or any
         other distributions of any sort in respect of its Capital Stock
         (including any payment in connection with any merger or consolidation
         involving such Person) or similar payment to the direct or indirect
         holders of its Capital Stock (other than dividends or distributions
         payable solely in its Capital Stock (other than Disqualified

<PAGE>

                                                                              27

         Stock) and dividends or distributions payable solely to the Company
         or a Restricted Subsidiary, and other than pro rata dividends or
         other distributions made by a Subsidiary that is not a Wholly Owned
         Subsidiary to minority stockholders (or owners of an equivalent
         interest in the case of a Subsidiary that is an entity other than a
         corporation));

                  (2)      the purchase, redemption or other acquisition or
         retirement for value of any Capital Stock of the Company held by any
         Person or of any Capital Stock of a Restricted Subsidiary held by any
         Affiliate of the Company (other than the Company or a Restricted
         Subsidiary), including in connection with any merger or consolidation
         and including the exercise of any option to exchange any Capital Stock
         (other than into Capital Stock of the Company that is not Disqualified
         Stock);

                  (3)      the purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value, prior to scheduled
         maturity, scheduled repayment or scheduled sinking fund payment of any
         Subordinated Obligations of such Person (other than the purchase,
         repurchase or other acquisition of Subordinated Obligations purchased
         in anticipation of satisfying a sinking fund obligation, principal
         installment or final maturity, in each case due within one year of the
         date of such purchase, repurchase or other acquisition); or

                  (4)      the making of any Investment (other than a Permitted
         Investment) in any Person.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that is not an Unrestricted Subsidiary.

                  "Revolving Credit Facility" means the revolving credit
facility (including any swingline facility and letter of credit facility)
contained in the Credit Agreement and any other facility or financing
arrangement that Refinances, in whole or in part, any such revolving credit
facility (including any swingline facility and letter of credit facility).

                  "Sale/Leaseback Transaction" means an arrangement relating to
property owned by the Company or a Restricted Subsidiary on the Issue Date or
thereafter acquired by the Company or a Restricted Subsidiary whereby the
Company or a Restricted Subsidiary transfers

<PAGE>

                                                                              28

such property to a Person and the Company or a Restricted Subsidiary leases it
from such Person.

                  "SEC" means the U.S. Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien.

                  "Securities" means the Securities issued under this Indenture.

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

                  "Securities Guaranties" means the Holdings Guaranty and the
Subsidiary Guaranties.

                  "Securities Guarantors" means Holdings and the Subsidiary
Guarantors.

                  "Senior Indebtedness" means with respect to any Person:

                  (1)      Indebtedness of such Person, whether outstanding on
         the Issue Date or thereafter Incurred; and

                  (2)      all other Obligations of such Person (including
         interest accruing on or after the filing of any petition in bankruptcy
         or for reorganization relating to such Person whether or not
         post-filing interest is allowed in such proceeding) in respect of
         Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such Indebtedness or other obligations are subordinate or pari passu in
right of payment to the Securities or the Holdings Guaranty or the Subsidiary
Guaranty of such Person, as the case may be; provided, however, that Senior
Indebtedness shall not include:

                  (1)      any obligation of such Person to any Subsidiary of
         such Person;

                  (2)      any liability for Federal, state, local or other
         taxes owed or owing by such Person;

<PAGE>

                                                                              29

                  (3)      any accounts payable or other liability to trade
         creditors arising in the ordinary course of business (including
         guarantees thereof or instruments evidencing such liabilities);

                  (4)      any Indebtedness or other Obligation of such Person
         which is subordinate or junior in any respect to any other Indebtedness
         or other Obligation of such Person; or

                  (5)      that portion of any Indebtedness which at the time of
         Incurrence is Incurred in violation of this Indenture.

                  "Senior Subordinated Indebtedness" means, with respect to a
Person, the Securities (in the case of the Company), the Subsidiary Guaranty (in
the case of a Subsidiary Guarantor), the Holdings Guaranty (in the case of the
Holdings), and any other Indebtedness of such Person that specifically provides
that such Indebtedness is to rank pari passu with the Securities, the Holdings
Guaranty, or such Subsidiary Guaranty, as the case may be, in right of payment
and is not subordinated by its terms in right of payment to any Indebtedness or
other obligation of such Person which is not Senior Indebtedness of such Person.

                  "Series C Preferred Stock" means the pay-in-kind Series C
Preferred Stock issued and sold by Holdings in June 2002.

                  "Shareholders' Agreement" means the Shareholders' Agreement
dated December 21, 2000, by and among Holdings, FP, CVC, JEC and other parties
named therein or in joinder agreements thereto.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

<PAGE>

                                                                              30

                  "Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the Securities,
the Holdings Guaranty or a Subsidiary Guaranty of such Person, as the case may
be, pursuant to a written agreement to that effect.

                  "Subsidiary" means, with respect to any Person, any
corporation, association, partnership or other business entity of which more
than 50% of the total voting power of shares of Voting Stock is at the time
owned or controlled, directly or indirectly, by:

                  (1)      such Person;

                  (2)      such Person and one or more Subsidiaries of such
         Person; or

                  (3)      one or more Subsidiaries of such Person.

                  "Subsidiary Guarantor" means each Subsidiary of the Company
that executes this Indenture identified as a Subsidiary Guarantor on the
signature pages hereof and each other Subsidiary of the Company that Guarantees
the Securities pursuant to the terms of this Indenture after the date of this
Indenture.

                  "Subsidiary Guaranty" means a Guarantee by a Subsidiary
Guarantor of the Company's obligations with respect to the Securities.

                  "Tax Sharing Agreement" means any tax sharing agreement
between the Company and Holdings or any other Person with which Holdings or the
Company is required to, or is permitted to, file a consolidated, combined or
unitary tax return or with which Holdings or the Company is or could be part of
a consolidated group for tax purposes.

                  "Temporary Cash Investments" means any of the following:

                  (1)      any investment in direct obligations of the United
         States of America or any agency thereof or obligations guaranteed by
         the United States or any agency thereof;

                  (2)      investments in demand and time deposit accounts,
         certificates of deposit and money market deposits maturing within 180
         days of the date of

<PAGE>

                                                                              31

         acquisition thereof issued by a bank or trust company which is
         organized under the laws of the United States of America, any state
         thereof or any foreign country recognized by the United States of
         America, and which bank or trust company has capital, surplus and
         undivided profits aggregating in excess of $50.0 million (or the
         foreign currency equivalent thereof) and has outstanding debt that is
         rated "A" (or such similar equivalent rating) or higher by at least one
         nationally recognized statistical rating organization (as defined in
         Rule 436 under the Securities Act) or any money-market fund sponsored
         by a registered broker dealer or mutual fund distributor;

                  (3)      repurchase obligations with a term of not more than
         30 days for underlying securities of the types described in clause (1)
         above entered into with a bank meeting the qualifications described in
         clause (2) above;

                  (4)      investments in commercial paper, maturing not more
         than 90 days after the date of acquisition, issued by a corporation
         (other than an Affiliate of the Company) organized and in existence
         under the laws of the United States of America or any foreign country
         recognized by the United States of America with a rating at the time
         as of which any investment therein is made of "P-1" (or higher)
         according to Moody's Investors Service, Inc. or "A-1" (or higher)
         according to Standard and Poor's Ratings Group; and

                  (5)      investments in securities with maturities of six
         months or less from the date of acquisition issued or fully guaranteed
         by any state, commonwealth or territory of the United States of
         America, or by any political subdivision or taxing authority thereof,
         and rated at least "A" by Standard & Poor's Ratings Group or "A" by
         Moody's Investors Service, Inc.

                  "Term Loan Facility" means the term loan facility contained in
the Credit Agreement and any other facility or financing arrangement that
Refinances in whole or in part any such term loan facility.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as amended and in effect on the Issue Date except as
provided in Section 9.03 hereof.

<PAGE>

                                                                              32

                  "Total Assets" means the total consolidated assets of the
Company and the Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, as set forth on the Company's most recent consolidated
balance sheet as of a date not earlier than 30 days prior to the time such
determination is being made.

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

                  "Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Subsidiary" means:

                  (1)      any Subsidiary of the Company that at the time of
         determination shall be designated an Unrestricted Subsidiary by the
         Board of Directors of the Company in the manner provided below; and

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under Section 4.04.

                  The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (A) the Company could Incur
$1.00 of additional Indebtedness under Section 4.03(a) and (B) no Default shall
have occurred and be continuing. Any such designation by the Board of Directors
of the Company shall be evidenced to the

<PAGE>

                                                                              33

Trustee by promptly filing with the Trustee a copy of the resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate of the Company certifying that such designation complied
with the foregoing provisions.

                  "U.S. Dollar Equivalent" means with respect to any monetary
amount in a currency other than U.S. dollars, at any time for determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the "Exchange Rates" column under the heading "Currency
Trading" on the date two Business Days prior to such determination.

                  Except as described in Section 4.03, whenever it is necessary
to determine whether the Company has complied with any covenant in this
Indenture or a Default has occurred and an amount is expressed in a currency
other than U.S. dollars, such amount shall be treated as the U.S. Dollar
Equivalent determined as of the date such amount is initially determined in such
currency.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

                  "Voting Stock" of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or one or more Wholly Owned Subsidiaries.

<PAGE>

                                                                              34

                  SECTION 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                   Defined in
                     Term                                            Section
                     ----                                           ---------
<S>                                                               <C>
"Affiliate Transaction".....................................          4.08
"Appendix"..................................................          2.01
"Bankruptcy Law"............................................          6.01
"Blockage Notice"...........................................         10.03
"Change of Control Offer"...................................          4.09(b)
"covenant defeasance option"................................          8.01(b)
"Custodian".................................................          6.01
"Event of Default"..........................................          6.01
"Exchange Securities".......................................      Appendix
"Guarantied Obligations"....................................         11.01
"Initial Securities"........................................      Appendix
"legal defeasance option"...................................          8.01(b)
"Offer".....................................................          4.07(b)
"Offer Amount"..............................................          4.07(c)(2)
"Offer Period"..............................................          4.07(c)(2)
"Pay the Securities"........................................         10.03
"Paying Agent"..............................................          2.03
"Payment Blockage Period"...................................         10.03
"Payment Default"1..........................................          0.03
"Private Exchange Security".................................      Appendix
"Purchase Date".............................................          4.07(c)(1)
"Registrar".................................................          2.03
"Registration Rights Agreement".............................      Appendix
"Successor Company".........................................          5.01
</TABLE>

                  SECTION 1.03.     Incorporation by Reference of Trust
Indenture Act. This Indenture is subject to the mandatory provisions of the TIA
which are incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:

                  "Commission" means the SEC;

                  "indenture securities" means the Securities and the Securities
Guaranties;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

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

<PAGE>

                                                                              35

                  "obligor" on the indenture securities means the Company,
Holdings, the Subsidiary Guarantors and any other obligor on the indenture
securities.

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

                  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)      "including" means including without limitation;

                  (5)      words in the singular include the plural and words in
         the plural include the singular;

                  (6)      unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

                  (7)      the principal amount of any noninterest bearing or
         other discount security at any date shall be the principal amount
         thereof that would be shown on a balance sheet of the Company dated
         such date prepared in accordance with GAAP;

                  (8)      the principal amount of any Preferred Stock shall be
         (i) the maximum liquidation value of such Preferred Stock or (ii) the
         maximum mandatory redemption or mandatory repurchase price with
         respect to such Preferred Stock, whichever is greater; and

                  (9)      all references to the date the Securities were
         originally issued shall refer to the Issue Date.

<PAGE>

                                                                              36

                                    ARTICLE 2

                                 The Securities

                  SECTION 2.01.    Form and Dating. Provisions relating to the
Initial Securities, the Private Exchange Securities and the Exchange Securities
are set forth in the Rule 144A/Regulation S Appendix attached hereto (the
"Appendix") which is hereby incorporated in and expressly made part of this
Indenture. The Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Securities, the Private Exchange Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or
depository procedure or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). Each Security shall be
dated the date of its authentication. The terms of the Securities set forth in
the Appendix and Exhibit A are part of the terms of this Indenture.

                  SECTION 2.02.     Execution and Authentication. Two Officers
shall sign the Securities for the Company by manual or facsimile signature.

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

                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  On the Issue Date, upon receipt of a written order of the
Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary (a "Company Order"), the Trustee shall
authenticate and deliver $200 million of 10 3/4% Senior Subordinated Notes Due
2013 and, at any time

<PAGE>

                                                                              37

and from time to time thereafter, the Trustee shall, upon receipt of a Company
Order, authenticate and deliver Securities for original issue in an aggregate
principal amount specified in such Company Order. Such Company Order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated and, in the case of an
issuance of Additional Securities pursuant to Section 2.13 after the Issue
Date, shall certify that such issuance is in compliance with Section 4.03.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
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 any Registrar, Paying Agent or
agent for service of notices and demands.

                  SECTION 2.03.     Registrar and Paying Agent. The Company
shall maintain or designate an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may have one or more co-registrars and one or
more additional paying agents. The term "Paying Agent" includes any additional
paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any Wholly Owned Subsidiary incorporated or organized within the
United States of America may act as Paying Agent, Registrar, co-registrar or
transfer agent.

<PAGE>

                                                                              38

                  The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.

                  SECTION 2.04.     Paying Agent To Hold Money in Trust. At
least one Business Day prior to each due date of the principal and interest on
any Security, the Company shall deposit with the Paying Agent a sum sufficient
to pay such principal and interest when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Security holders or the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on the Securities and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Wholly Owned Subsidiary
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  SECTION 2.05.     Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Security holders. If the Trustee
is not the Registrar, the Company shall furnish to the Trustee, in writing at
least five 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
Securityholders.

                  SECTION 2.06.     Transfer and Exchange. The Securities shall
be issued in registered form and shall be transferable only upon the surrender
of a Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
and Section 8-401(a) of the Uniform Commercial Code are met.

                  SECTION 2.07.     Replacement Securities. If a mutilated
Security is surrendered to the Registrar or if the Holder of a Security claims
that the Security

<PAGE>

                                                                              39

has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall, upon receipt of a Company Order, authenticate a replacement
Security if the requirements of Section 8-405(a) of the Uniform Commercial Code
are met and the Holder satisfies any other reasonable requirements of the
Trustee. If required by the Trustee or the Company, such Holder shall furnish
an indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced. The Company and the Trustee may charge the Holder for their expenses
in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

                  SECTION 2.08.     Outstanding Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those
described in this Section as not outstanding. A Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                  SECTION 2.09.     Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee
shall, upon receipt of a Company Order, authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may

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                                                                              40

have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall, upon receipt of a Company Order, authenticate definitive
Securities and deliver them in exchange for temporary Securities.

                  SECTION 2.10.     Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange, payment or cancellation. The Trustee and no
one else shall cancel and destroy (subject to the record retention requirements
of the Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction
to the Company unless the Company directs the Trustee to deliver canceled
Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.

                  SECTION 2.11.     Defaulted Interest. If the Company defaults
in a payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the persons who
are Securityholders on a subsequent special record date as provided in the
Securities and in Section 4.01 hereof. The Company shall fix or cause to be
fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail to each Securityholder a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

                  SECTION 2.12.     CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP", numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation made as to the correctness of such numbers either as printed on
the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

<PAGE>

                                                                              41

The Company will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                  SECTION 2.13.     Issuance of Additional Securities. The
Company shall be entitled, subject to its compliance with Section 4.03, to issue
Additional Securities under this Indenture which shall have identical terms as
the Initial Securities issued on the Issue Date, other than with respect to the
date of issuance and issue price. The Initial Securities issued on the Issue
Date, any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor shall be treated as a single class for
all purposes under this Indenture.

                  With respect to any Additional Securities, the Company shall
set forth in a resolution of the Board of Directors and an Officers'
Certificate, a copy of each which shall be delivered to the Trustee, the
following information:

                  (1)      the aggregate principal amount of such Additional
         Securities to be authenticated and delivered pursuant to this
         Indenture;

                  (2)      the issue price, the issue date and the CUSIP number
         of such Additional Securities; provided, however, that no Additional
         Securities may be issued at a price that would cause such
         Additional Securities to have "original issue discount" within the
         meaning of Section 1273 of the Code; and

                  (3)      whether such Additional Securities shall be Transfer
         Restricted Securities and issued in the form of Initial Securities as
         set forth in the Appendix to this Indenture or shall be issued in the
         form of Exchange Securities as set forth in Exhibit A.

                                    ARTICLE 3

                                   Redemption

                  SECTION 3.01.     Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the

<PAGE>

                                                                              42

principal amount of Securities to be redeemed, the redemption price and the
paragraph of the Securities pursuant to which the redemption will occur.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 30 but not more than 60 days before the redemption date
unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate of the Company and an Opinion of Counsel
from the Company to the effect that such redemption will comply with the
conditions herein.

                  SECTION 3.02.     Selection of Securities To Be Redeemed. If
fewer than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed on a pro rata basis, by lot or by a method that
complies with applicable legal and securities exchange requirements, if any,
and that the Trustee in its sole discretion shall deem to be fair and
appropriate and in accordance with the methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in principal amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities selected to be redeemed.

                  SECTION 3.03.     Notice of Redemption. At least 30 days but
not more than 60 days before a date for redemption of Securities, the Company
shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at such Holder's registered address.

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

                  (1)      the redemption date;

                  (2)      the redemption price;

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

<PAGE>

                                                                              43

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

                  (5)      if fewer than all the outstanding Securities are to
         be redeemed, the identification and principal amounts of the
         particular Securities to be redeemed;

                  (6)      that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Securities
         (or portion thereof) called for redemption ceases to accrue on and
         after the redemption date; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee, at least 45 days prior to the redemption
date, a request that the Trustee give such notice and setting forth the
information required by this Section.

                  SECTION 3.04.     Effect of Notice of Redemption. Once a
notice of redemption is mailed, Securities called for redemption become due and
payable on the redemption date and at the redemption price stated in the
notice. Upon surrender to the Paying Agent, such Securities shall be paid at
the redemption price stated in the notice, plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date).
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

                  SECTION 3.05.     Deposit of Redemption Price. Prior to the
redemption date, the Company or the Subsidiary Guarantors, as applicable, shall
deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued interest on all Securities to be

<PAGE>

                                                                              44

redeemed on that date other than Securities or portions of Securities which
have been delivered by the Company to the Trustee for cancellation.

                  SECTION 3.06.     Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part, the Company shall execute and the
Trustee shall, upon receipt of a Company Order, authenticate for the Holder (at
the Company's expense) a new Security equal in principal amount to the
unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

                  SECTION 4.01.     Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if no later than 1:00 p.m. New
York City time on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay all principal and interest then due
and the Trustee or the Paying Agent, as the case may be, is not prohibited from
paying such money to the Securityholders on that date pursuant to the terms of
this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  SECTION 4.02.     SEC Reports. Notwithstanding that the
Company may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall file with the SEC (only to the extent the
SEC will accept such filings) and provide the Trustee and Securityholders with
such annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.
corporation subject to such Sections, such information, documents and other
reports to be so filed and provided at the times specified for the filings of
such information, documents and reports under such Sections; provided, however,
that this obligation can be satisfied by

<PAGE>

                                                                              45

Holdings filing and providing such information, documents and reports so long
as Holdings owns all the Capital Stock of the Company.

                  At any time that any of the Company's Subsidiaries are
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
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.

                  In addition, the Company shall furnish to the Holders of the
Securities and to prospective investors, upon the requests of such Holders, any
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Securities are not freely transferable under the
Securities Act. The Company also shall comply with the other provisions of the
TIA Section 314(a).

                  SECTION 4.03.     Limitation on Indebtedness. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company and the
Subsidiary Guarantors shall be entitled to Incur Indebtedness if, on the date of
such Incurrence and after giving effect thereto on a pro forma basis, no
Default has occurred and is continuing and the Consolidated Coverage Ratio
exceeds 2.0 to 1.0.

                  (b)      Notwithstanding the foregoing paragraph (a), the
Company, and the Restricted Subsidiaries shall be entitled to Incur any or all
of the following Indebtedness:

                  (1)      Indebtedness Incurred by the Company and its
         Restricted Subsidiaries pursuant to any Revolving Credit Facility;
         provided, however, that, immediately after giving effect to any such
         Incurrence, the aggregate principal amount of all Indebtedness
         Incurred under this clause (1) and then outstanding does not exceed
         the greater of (A) $75.0 million and (B) the sum of (x) 50% of the
         book value of the inventory of the Company

<PAGE>

                                                                              46

         and its Restricted Subsidiaries, (y) 80% of the book value of the
         accounts receivable of the Company and its Restricted Subsidiaries
         and (z) $10 million;

                  (2)      Indebtedness Incurred by the Company and the
         Subsidiary Guarantors pursuant to any Term Loan Facility; provided,
         however, that, after giving effect to any such Incurrence, the
         aggregate principal amount of all Indebtedness Incurred under this
         clause (2) and then outstanding does not exceed $50.0 million less the
         aggregate sum of all principal payments actually made from time to
         time after the Issue Date with respect to such Indebtedness pursuant
         to Section 4.06(a)(3)(A);

                  (3)      Indebtedness owed to and held by the Company or a
         Restricted Subsidiary; provided, however, that (A) any subsequent
         issuance or transfer of any Capital Stock which results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         subsequent transfer of such Indebtedness (other than to the Company or
         a Restricted Subsidiary) shall be deemed, in each case, to constitute
         the Incurrence of such Indebtedness by the obligor thereon and (B) so
         long as the Company is the obligor on such Indebtedness, such
         Indebtedness is expressly subordinated to the prior payment in full in
         cash of all obligations with respect to the Securities;

                  (4)      the Securities other than any Additional Securities;

                  (5)      Indebtedness outstanding on the Issue Date (other
         than Indebtedness described in clause (1), (2), (3) or (4) of this
         Section 4.03(b));

                  (6)      Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on or prior to the date on which such Subsidiary was
         acquired by or merged into the Company or a Restricted Subsidiary
         (other than Indebtedness Incurred in connection with, or to provide all
         or any portion of the funds or credit support utilized to consummate,
         the transaction or series of related transactions pursuant to which
         such Subsidiary became a Subsidiary or was acquired by or merged

<PAGE>

                                                                              47

         into the Company or a Restricted Subsidiary); provided, however, that
         on the date of such acquisition or merger and after giving pro forma
         effect thereto, the Company would have been able to Incur at least
         $1.00 of additional Indebtedness pursuant to Section 4.03(a);

                  (7)      Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to Section 4.03(a) or pursuant to clause (4), (5) or
         (6) of this Section 4.03(b) or this clause (7); provided, however, that
         to the extent such Refinancing Indebtedness directly or indirectly
         Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (6)
         of this Section 4.03(b), such Refinancing Indebtedness shall be
         Incurred only by such Subsidiary;

                  (8)      Hedging Obligations consisting of Interest Rate
         Agreements and Currency Agreements entered into in the ordinary course
         of business to hedge interest rate and currency risk of the Company
         and the Restricted Subsidiaries and not for the purpose of
         speculation;

                  (9)      obligations in respect of performance, bid, appeal
         and surety bonds and completion guarantees provided by the Company or
         any Restricted Subsidiary in the ordinary course of business;

                  (10)     Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         drawn against insufficient funds in the ordinary course of business;
         provided, however, that such Indebtedness is extinguished within five
         Business Days of its Incurrence;

                  (11)     Indebtedness consisting of the Subsidiary Guaranty of
         a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of
         Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to
         clause (1), (2), (3), (4), (5), (8) or (9) of this Section 4.03(b) or
         pursuant to clause (7) of this Section 4.03(b) to the extent the
         Refinancing Indebtedness Incurred thereunder directly or indirectly
         Refinances Indebtedness Incurred pursuant to Section 4.03(a) or
         pursuant to clause (4) or (5) of this Section 4.03(b);

<PAGE>

                                                                              48

                  (12)     Indebtedness (including Capital Lease Obligations)
         Incurred by the Company or any of its Restricted Subsidiaries to
         finance the purchase, lease or improvement of property (real or
         personal) or equipment (whether through the direct purchase of assets
         or the Capital Stock of any Person owning such assets), and Refinancing
         Indebtedness Incurred in respect of Indebtedness Incurred pursuant to
         this clause (12), in an aggregate principal amount which, when added
         together with the amount of all Indebtedness Incurred pursuant to this
         clause (12) and then outstanding, does not exceed the greater of (A)
         $15 million and (B) 3% of Total Assets;

                  (13)     Indebtedness of a Foreign Subsidiary Incurred to
         finance the working capital of such Foreign Subsidiary; and

                  (14)     Indebtedness of the Company or of any of its
         Restricted Subsidiaries in an aggregate principal amount which, when
         taken together with all other Indebtedness of the Company and its
         Restricted Subsidiaries outstanding on the date of such Incurrence
         (other than Indebtedness permitted by clauses (1) through (13) of this
         Section 4.03(b) above or Section 4.03(a)) does not exceed $25 million.

                  (c)      Notwithstanding the foregoing, neither the Company
nor any Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section
4.03(b) if the proceeds thereof are used, directly or indirectly, to Refinance
any Subordinated Obligations of the Company or any Subsidiary Guarantor unless
such Indebtedness shall be subordinated to the Securities or the applicable
Subsidiary Guaranty, as the case may be, to at least the same extent as such
Subordinated Obligations.

                  (d)      For purposes of determining compliance with this
covenant:

                  (1)      any Indebtedness remaining outstanding under the
         Credit Agreement after the application of the net proceeds from the
         sale of the Initial Securities will be treated as Incurred on the
         Issue Date under clauses (1) and (2) of Section 4.03(b);

<PAGE>

                                                                              49

                  (2)      in the event that an item of Indebtedness (or any
         portion thereof) meets the criteria of more than one of the types of
         Indebtedness described herein, the Company, in its sole discretion,
         shall classify such item of Indebtedness (or any portion thereof) at
         the time of Incurrence and shall only be required to include the
         amount and type of such Indebtedness in one of the above clauses; and

                  (3)      the Company shall be entitled to divide and classify
         an item of Indebtedness in more than one of the types of Indebtedness
         described herein.

                  (e)      Notwithstanding Section 4.03(a) or 4.03(b), none of
the Company, Holdings or any Subsidiary Guarantor shall Incur (1) any
Indebtedness if such Indebtedness is subordinate or junior in ranking in any
respect to any Senior Indebtedness of the Company, Holdings or such Subsidiary
Guarantor, as applicable, unless such Indebtedness is Senior Subordinated
Indebtedness or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness of the Company, Holdings or such Subsidiary Guarantor,
as applicable, or (2) any Secured Indebtedness that is not Senior Indebtedness
of such Person unless contemporaneously therewith such Person makes effective
provision to secure the Securities, the Holdings Guaranty, or the relevant
Subsidiary Guaranty, as applicable, equally and ratably with such Secured
Indebtedness for so long as such Secured Indebtedness is secured by a Lien.

                  (f)      For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness where the
Indebtedness Incurred is denominated in a currency other than U.S. dollars, the
amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on
the date of the Incurrence of such Indebtedness; provided, however, that
if any such Indebtedness denominated in a currency other than U.S. dollars is
subject to a Currency Agreement covering all principal, premium, if any, and
interest payable on such Indebtedness, the amount of such Indebtedness expressed
in U.S. dollars shall be as provided in such Currency Agreement. The principal
amount of any Refinancing Indebtedness Incurred in the same currency as the
Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the
Indebtedness Refinanced, except to the extent

<PAGE>

                                                                              50

that (1) such U.S. Dollar Equivalent was determined based on a Currency
Agreement, in which case the Refinancing Indebtedness shall be determined in
accordance with the preceding sentence, and (2) the principal amount of the
Refinancing Indebtedness exceeds the principal amount of the Indebtedness being
Refinanced, in which case the U.S. Dollar Equivalent of such excess shall be
determined on the date such Refinancing Indebtedness is Incurred.

                  SECTION 4.04.     Limitation on Restricted Payments. (a) The
Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:

                  (1)      a Default shall have occurred and be continuing (or
         would result therefrom);

                  (2)      the Company is not entitled to Incur an additional
         $1.00 of Indebtedness pursuant to Section 4.03(a); or

                  (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments since the Issue Date would exceed the
         sum of (without duplication):

                           (A)      50% of the Consolidated Net Income accrued
                  during the period (treated as one accounting period) from the
                  beginning of the fiscal quarter immediately following the
                  fiscal quarter during which the Issue Date occurs to the end
                  of the most recent fiscal quarter ending at least 45 days
                  prior to the date of such Restricted Payment (or, in case such
                  Consolidated Net Income shall be a deficit, minus 100% of such
                  deficit); plus

                           (B)      100% of the sum of (w) the aggregate Net
                  Cash Proceeds received by the Company from the issuance or
                  sale of its Capital Stock (other than Disqualified Stock)
                  subsequent to the Issue Date (other than an issuance or sale
                  to a Subsidiary of the Company and other than an issuance or
                  sale to an employee stock ownership plan or to a trust
                  established by the Company or any of its Subsidiaries for
                  the benefit of their employees to the extent that the
                  purchase by

<PAGE>

                                                                              51

                  such plan or trust is financed by Indebtedness of such plan or
                  trust to the Company or any Restricted Subsidiary or
                  Indebtedness Guaranteed by the Company or any Restricted
                  Subsidiary), (x) the fair market value of property (other than
                  cash) constituting Temporary Cash Investments or a Related
                  Business and received by the Company or a Restricted
                  Subsidiary subsequent to the Issue Date in exchange for
                  Capital Stock (other than Disqualified Stock) of the Company
                  (other than any such property received from a Subsidiary of
                  the Company), such fair market value to be determined in good
                  faith by the Board of Directors of the Company but subject to
                  confirmation thereof by an Independent Qualified Party if such
                  value exceeds $15.0 million and (y) the cash capital
                  contribution received by the Company from its stockholders
                  subsequent to the Issue Date less 100% of (z) the aggregate
                  amount of all Restricted Payments made pursuant to clause
                  (b)(4) below to the extent made in reliance on Net Cash
                  Proceeds from the issuance and sale of Capital Stock of the
                  Company or cash capital contributions received by the Company;
                  plus

                           (C)      the amount by which Indebtedness of the
                  Company or any Restricted Subsidiary is reduced on the
                  Company's consolidated balance sheet upon the conversion or
                  exchange subsequent to the Issue Date of any Indebtedness of
                  the Company or any Restricted Subsidiary convertible or
                  exchangeable for Capital Stock (other than Disqualified Stock)
                  of the Company (less the amount of any cash, or the fair value
                  of any other property, distributed by the Company upon such
                  conversion or exchange); provided, however, that the foregoing
                  amount shall not exceed the Net Cash Proceeds received by the
                  Company or any Restricted Subsidiary from the sale of such
                  Indebtedness (excluding Net Cash Proceeds from sales to a
                  Subsidiary of the Company or to an employee stock ownership
                  plan or to a trust established by the Company or any of its
                  Subsidiaries for the benefit of their employees); plus

<PAGE>

                                                                              52

                           (D)      an amount equal to the sum of (x) the net
                  reduction in the Investments (other than Permitted
                  Investments) made by the Company or any Restricted Subsidiary
                  in any Person resulting from repurchases, repayments or
                  redemptions of such Investments by such Person, proceeds
                  realized on the sale of such Investment and proceeds
                  representing the return of capital (excluding dividends and
                  distributions), in each case received by the Company or any
                  Restricted Subsidiary, and (y) to the extent such Person is an
                  Unrestricted Subsidiary, the portion (proportionate to the
                  Company's or such Restricted Subsidiary's equity interest in
                  such Subsidiary) of the fair market value of the net assets of
                  such Unrestricted Subsidiary at the time such Unrestricted
                  Subsidiary is designated a Restricted Subsidiary; provided,
                  however, that the foregoing sum shall not exceed, in the case
                  of any such Person or Unrestricted Subsidiary, the amount of
                  Investments (excluding Permitted Investments) previously made
                  (and treated as a Restricted Payment) by the Company or any
                  Restricted Subsidiary in such Person or Unrestricted
                  Subsidiary.

                  (b)      The preceding provisions of Section 4.04(a) shall not
prohibit:

                  (1)      any Restricted Payment made out of the Net Cash
         Proceeds of the substantially concurrent sale of, or made by exchange
         for, Capital Stock of the Company (other than Disqualified Stock and
         other than Capital Stock issued or sold to a Subsidiary of the Company
         or an employee stock ownership plan or to a trust established by the
         Company or any of its Subsidiaries for the benefit of their employees
         to the extent that the purchase by such plan or trust is financed by
         Indebtedness of such plan or trust to the Company or any Restricted
         Subsidiary or Indebtedness Guaranteed by the Company or any Restricted
         Subsidiary) or a substantially concurrent cash capital contribution
         received by the Company from its shareholders; provided, however, that
         (A) such Restricted Payment shall be excluded in the calculation of the
         amount of Restricted Payments and (B) the Net Cash Proceeds from such
         sale or such cash capital contribution (to the

<PAGE>

                                                                              53

         extent so used for such Restricted Payment) shall be excluded from the
         calculation of amounts under Section 4.04(a)(3)(B);

                  (2)      any purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value of Subordinated Obligations
         of the Company or any Subsidiary Guarantor made by exchange for, or
         out of the proceeds of the substantially concurrent sale of,
         Indebtedness which is permitted to be Incurred pursuant to Section
         4.03; provided, however, that such purchase, repurchase, redemption,
         defeasance or other acquisition or retirement for value shall be
         excluded in the calculation of the amount of Restricted Payments;

                  (3)      dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this covenant; provided, however, that at the time
         of payment of such dividend, no other Default shall have occurred and
         be continuing (or result therefrom); provided further, however, that
         such dividend shall be included in the calculation of the amount of
         Restricted Payments;

                  (4)      so long as no Default has occurred and is continuing,
         (A) the dividend or distribution of funds from the Company or any of
         its Subsidiaries to Holdings for the repurchase or other acquisition
         of shares of Capital Stock of Holdings from employees, former
         employees, directors, former directors, consultants or former
         consultants of Holdings or any of its Subsidiaries (or Permitted
         Transferees of such employees, former employees, directors, former
         directors, consultants or former consultants), pursuant to the terms
         of the agreements (including employment agreements), by-laws or plans
         (or amendments thereto) approved by the Board of Directors of Holdings
         under which such individuals purchase or sell or are granted the
         option to purchase or sell, shares of such Capital Stock, or (B) the
         repurchase or other acquisition of shares of Capital Stock of the
         Company or any of its Subsidiaries from employees, former employees,
         directors or former directors of the Company or any of its Subsidiaries
         (or Permitted Transferees of such employees, former employees,
         directors, former

<PAGE>

                                                                              54

         directors, consultants or former consultants), pursuant to the terms of
         the agreements (including employment agreements), by-laws or plans (in
         each case, or amendments thereto) approved by the Board of Directors of
         the Company under which such individuals purchase or sell or are
         granted the option to purchase or sell, shares of such Capital Stock;
         provided, however, that the amount of such dividends, distributions,
         repurchases and other acquisitions shall not exceed (I) $2.0 million in
         any fiscal year and (II) in the aggregate the sum of (x) $7.0 million
         and (y) (i) the Net Cash Proceeds from the sale of Capital Stock of
         Holdings to employees, former employees, directors, former directors,
         consultants and former consultants of Holdings and its Subsidiaries
         which Net Cash Proceeds were contributed to the Company subsequent to
         the Issue Date and (ii) the Net Cash Proceeds from the sale of Capital
         Stock (other than Disqualified Stock) of the Company subsequent to the
         Issue Date to employees, former employees, directors, former directors,
         consultants and former consultants of the Company and its Subsidiaries,
         in each case to the extent the Net Cash Proceeds from the sale of such
         Capital Stock have not otherwise been applied to the making of
         Restricted Payments by virtue of Section 4.04(a)(3)(B); provided
         further, however, that such repurchases and other acquisitions shall be
         excluded in the calculation of the amount of Restricted Payments;

                  (5)      dividends or advances made with the proceeds of the
         Initial Securities to Holdings, the proceeds of which are used by
         Holdings to redeem its Series C Preferred Stock; provided, however,
         that the aggregate amount of such dividends or advances does not exceed
         $75.0 million plus accreted and accrued dividends on such Preferred
         Stock through March 31, 2003; provided further, however, that such
         dividends or advances shall be excluded from the calculation of the
         amount of Restricted Payments;

                  (6)      dividends or advances to Holdings in an amount
         necessary to pay holding company expenses not to exceed $500,000 in
         any fiscal year of the Company; provided, however, that such dividends
         or advances shall be excluded in the calculation of the amount of
         Restricted Payments;

<PAGE>

                                                                              55

                  (7)      the payment of $4.2 million to Ms. Christine King in
         connection with her existing employment arrangements as may be amended
         or extended from time to time; provided, however, that such payments
         shall be excluded in the calculation of the amount of Restricted
         Payments;

                  (8)      any payment by the Company to Holdings pursuant to a
         Tax Sharing Agreement; provided, however, that the amount of any such
         payment shall not exceed the amount of taxes that the Company would
         have been liable for on a stand-alone basis on a consolidated tax
         return with its Subsidiaries; provided further, however, that such
         payment shall be excluded in the calculation of the amount of
         Restricted Payments;

                  (9)      any purchase or redemption of Disqualified Stock of
         the Company or a Restricted Subsidiary made by exchange for, or out of
         the proceeds of the substantially concurrent sale of, Disqualified
         Stock of the Company or, in the case of Disqualified Stock of a
         Restricted Subsidiary, such Restricted Subsidiary but only to the
         extent such Disqualified Stock is permitted to be Incurred pursuant to
         Section 4.03; provided, however, that such purchase or redemption
         shall be excluded in the calculation of the amount of Restricted
         Payments;

                  (10)     any purchase or redemption of Subordinated
         Obligations from Net Available Cash to the extent permitted by Section
         4.06; provided, however, that such purchase or redemption shall be
         excluded in the calculation of the amount of Restricted Payments;

                  (11)     repurchases of Capital Stock deemed to occur upon the
         exercise of stock options if such Capital Stock represents a portion of
         the exercise price thereof; provided, however, that such payments shall
         be excluded in the calculation of the amount of Restricted Payments;

                  (12)     the distribution, as a dividend or otherwise, of
         shares of Capital Stock or assets of an Unrestricted Subsidiary
         provided that the fair market value (as determined in good faith by
         the Board of Directors of the Company) of such shares of Capital Stock
         or assets shall not

<PAGE>

                                                                              56

         exceed the amount of the Investments that were made (and not
         subsequently reduced pursuant to Section 4.04(a)(3)(D)) by the Company
         in such Unrestricted Subsidiary and were treated as Restricted Payments
         under this covenant; provided, however, that (A) such distributions
         shall be excluded in the calculation of the amount of Restricted
         Payments and (B) any net reduction in Investments in such Unrestricted
         Subsidiary resulting from such distribution shall be excluded from the
         calculation of amounts of under Section 4.04(a)(3)(D);

                  (13)     payments not to exceed $200,000 in the aggregate
         solely to enable the Company to make payments to holders of its
         Capital Stock in lieu of the issuance of fractional shares of its
         Capital Stock; provided, however, that such payments shall be excluded
         in the calculation of the amount of Restricted Payments;

                  (14)     upon the occurrence of a Change of Control and within
         60 days after the completion of the offer to repurchase the Securities
         pursuant to Section 4.09 (including the purchase of the Securities
         tendered), any purchase or redemption of Subordinated Obligations
         required pursuant to the terms thereof as a result of such Change of
         Control at a purchase or redemption price not to exceed 101% of the
         outstanding principal amount thereof, plus any accrued and unpaid
         interest; provided, however, that (A) at the time of such purchase or
         redemption no Default shall have occurred and be continuing (or would
         result therefrom), (B) the Company would be able to Incur an
         additional $1.00 of Indebtedness pursuant to paragraph (a) of Section
         4.03 after giving pro forma effect to such Restricted Payment and (C)
         such purchase or redemption shall be included in the calculation of
         the amount of Restricted Payments; and

                  (15)     other Restricted Payments in an aggregate amount not
         to exceed $7.5 million; provided, however, that such Restricted
         Payments shall be excluded in the calculation of the amount of
         Restricted Payments.

                  SECTION 4.05.     Limitation on Restrictions on Distributions
from Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted

<PAGE>

                                                                              57

Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to
the Company, (b) make any loans or advances to the Company or (c) transfer any
of its property or assets to the Company, except:

                  (1)      with respect to clauses (a), (b) and (c),

                           (i)      any encumbrance or restriction pursuant to
                  the Credit Agreement or any other agreement in effect at or
                  entered into on the Issue Date (including the Securities,
                  the Indenture and the Guaranties);

                           (ii)     any encumbrance or restriction with respect
                  to a Restricted Subsidiary pursuant to an agreement relating
                  to any Indebtedness Incurred by such Restricted Subsidiary
                  on or prior to the date on which such Restricted Subsidiary
                  was acquired by the Company (other than Indebtedness
                  Incurred as consideration in, or to provide all or any
                  portion of the funds or credit support utilized to
                  consummate, the transaction or series of related
                  transactions pursuant to which such Restricted Subsidiary
                  became a Restricted Subsidiary or was acquired by the
                  Company) and outstanding on such date;

                           (iii)    any encumbrance or restriction pursuant to
                  an agreement effecting a Refinancing of Indebtedness
                  Incurred pursuant to an agreement referred to in clause (i)
                  or (ii) of this Section 4.05(1) or this clause (iii) or
                  contained in any amendment to an agreement referred to in
                  clause (i) or (ii) of this Section 4.05(1) or this clause
                  (iii); provided, however, that the encumbrances and
                  restrictions with respect to such Restricted Subsidiary
                  contained in any such Refinancing agreement or amendment
                  are, in the good faith judgment of the Board of Directors of
                  the Company, no less favorable to the Securityholders than
                  encumbrances and restrictions with respect to such
                  Restricted

<PAGE>

                                                                              58

                  Subsidiary contained in such predecessor agreements;

                           (iv)     any encumbrance or restriction with respect
                  to a Restricted Subsidiary pursuant to an agreement
                  evidencing Indebtedness Incurred without violation of this
                  Indenture; provided, however, that the encumbrances and
                  restrictions with respect to such Restricted Subsidiary are,
                  in the good faith judgment of the Board of Directors of the
                  Company, no more restrictive in any material respect than
                  the encumbrances and restrictions with respect to such
                  Restricted Subsidiary contained in agreements of such
                  Restricted Subsidiary in effect at, or entered into on, the
                  Issue Date;

                           (v)      any encumbrance or restriction with respect
                  to a Restricted Subsidiary imposed pursuant to an agreement
                  entered into for the sale or disposition of all or
                  substantially all the Capital Stock or assets of such
                  Restricted Subsidiary pending the closing of such sale or
                  disposition;

                           (vi)     any restriction contained in any agreement
                  or instrument governing Capital Stock (other than
                  Disqualified Stock) of any Restricted Subsidiary that is in
                  effect on the date such Restricted Subsidiary is acquired by
                  the Company or a Restricted Subsidiary;

                           (vii)    provisions with respect to the disposition
                  or distribution of assets or property in joint venture
                  agreements and other similar agreements entered into in the
                  ordinary course of business;

                           (viii)   any restriction arising under applicable
                  law, regulation or order;

                           (ix)     any restriction on cash or other deposits or
                  net worth imposed by customers under contracts entered into
                  in the ordinary course of business; and

                  (2)      with respect to clause (c) only,

<PAGE>

                                                                              59

                           (A)      any encumbrance or restriction consisting of
         customary nonassignment provisions in leases governing leasehold
         interests to the extent such provisions restrict the transfer of the
         lease or the property leased thereunder; and

                           (B)      any encumbrance or restriction contained in
         security agreements or mortgages securing Indebtedness of a Restricted
         Subsidiary to the extent such encumbrance or restriction restricts the
         transfer of the property subject to such security agreements or
         mortgages.

                  SECTION 4.06.     Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Disposition unless:

                  (1)      the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Disposition at least equal to
         the fair market value (including as to the value of all non-cash
         consideration), as determined in good faith by the Board of Directors
         of the Company, of the shares and assets subject to such Asset
         Disposition;

                  (2)      at least 75% of the consideration thereof received by
         the Company or such Restricted Subsidiary is in the form of cash or
         cash equivalents; and

                  (3)      an amount equal to 100% of the Net Available Cash
         from such Asset Disposition is applied by the Company (or such
         Restricted Subsidiary, as the case may be)

                           (A)      first, to the extent the Company elects (or
                  is required by the terms of any Indebtedness), to prepay,
                  repay, redeem or purchase Senior Indebtedness of the Company
                  or Indebtedness (other than any Disqualified Stock) of a
                  Restricted Subsidiary (in each case other than Indebtedness
                  owed to the Company or an Affiliate of the Company) within one
                  year from the later of the date of such Asset Disposition or
                  the receipt of such Net Available Cash;

<PAGE>

                                                                              60

                           (B)      second, to the extent of the balance of such
                  Net Available Cash after application in accordance with clause
                  (A), to the extent the Company elects, to acquire Additional
                  Assets within one year from the later of the date of such
                  Asset Disposition or the receipt of such Net Available Cash
                  or, if the Company has entered into a binding agreement within
                  such year to acquire such Additional Assets, within an
                  additional six months after such year;

                           (C)      third, to the extent of the balance of such
                  Net Available Cash after application in accordance with
                  clauses (A) and (B), to make an Offer to the holders of the
                  Securities (and to holders of other Senior Subordinated
                  Indebtedness of the Company designated by the Company) to
                  purchase Securities (and such other Senior Subordinated
                  Indebtedness of the Company) pursuant to and subject to the
                  conditions contained in this Indenture; and

                           (D)      fourth, to the extent of the balance of such
                  Net Available Cash after the application in accordance with
                  clauses (A), (B) and (C), for any other purpose not otherwise
                  prohibited by this Indenture;

         provided, however, that (I) in connection with any prepayment,
         repayment or purchase of Indebtedness pursuant to clause (A) of this
         Section 4.06(a)(3) (other than Indebtedness permitted to be Incurred
         pursuant to Section 4.03(b)(1) or clause (C) of this Section
         4.06(a)(3)), the Company or such Restricted Subsidiary shall
         permanently retire such Indebtedness and shall cause the related loan
         commitment (if any) to be permanently reduced in an amount equal to the
         principal amount so prepaid, repaid or purchased and (II) in connection
         with any prepayment, repayment of purchase of Indebtedness pursuant to
         clause (A) of this Section 4.06(a)(3) that constitutes Indebtedness
         under a Revolving Credit Facility permitted to be Incurred pursuant to
         Section 4.03(b)(1), the Company shall suspend the use of an amount of
         available commitments under such Revolving Credit Facility equal to the
         principal amount prepaid, repaid or purchased

<PAGE>

                                                                              61

         pursuant to clause (A) of this Section 4.06(a)(3) until the first
         anniversary of the later of the date of such Asset Disposition or
         the receipt of such Net Available Cash.

                  Notwithstanding the foregoing provisions of this Section
4.06(a), the Company and the Restricted Subsidiaries shall not be required to
apply any Net Available Cash in accordance with this Section 4.06(a) except to
the extent that the aggregate Net Available Cash from all Asset Dispositions
which is not applied in accordance with this Section 4.06(a) exceeds $10.0
million. Pending application of Net Available Cash pursuant to this Section
4.06(a), such Net Available Cash shall be invested in Temporary Cash
Investments or applied to temporarily reduce revolving credit indebtedness.

                  For the purposes of this Section 4.06, the following are
deemed to be cash or cash equivalents:

                  (1)      the assumption of Indebtedness of the Company or any
         Restricted Subsidiary and the release of the Company or such Restricted
         Subsidiary from all liability on such Indebtedness in connection with
         such Asset Disposition; and

                  (2)      securities, notes or other similar obligations
         received by the Company or any Restricted Subsidiary from the
         transferee that are promptly converted by the Company or such
         Restricted Subsidiary into cash.

                  (b)      In the event of an Asset Disposition that requires
the purchase of Securities (and other Senior Subordinated Indebtedness of the
Company) pursuant to Section 4.06(a)(3)(C), the Company shall purchase
Securities tendered pursuant to an offer by the Company for the Securities (and
such other Senior Subordinated Indebtedness) (the "Offer") at a purchase price
of 100% of their principal amount (or, in the event such other Senior
Subordinated Indebtedness was issued with significant original issue discount,
100% of the accreted value thereof) without premium, plus accrued but unpaid
interest (or, in respect of such other Senior Subordinated Indebtedness, such
lesser price, if any, as may be provided for by the terms of such Senior
Subordinated Indebtedness) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 4.06(c). If

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                                                                              62

the aggregate purchase price of the securities tendered pursuant to the Offer
exceeds the Net Available Cash allotted to their purchase, the Company shall
select the securities to be purchased on a pro rata basis but in round
denominations, which in the case of the Securities shall be denominations of
$1,000 principal amount or multiples thereof. The Company shall not be required
to make such an Offer to purchase Securities (and other Senior Subordinated
Indebtedness of the Company) pursuant to this covenant if the Net Available
Cash available therefor totals less than $10.0 million (with lesser amounts
being carried forward for purposes of determining whether such an offer is
required with respect to the Net Available Cash from any subsequent Asset
Disposition). Upon completion of such an offer to purchase, Net Available Cash
shall be deemed to be reduced by the aggregate amount of such offer.

                  (c) (1)  Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall deliver to the
Trustee and send, by first-class mail to each Holder, a written notice stating
that the Holder may elect to have his Securities purchased by the Company either
in whole or in part (subject to prorating as described in Section 4.06(b) in the
event the Offer is oversubscribed) in integral multiples of $1,000 of principal
amount, at the applicable purchase price. The notice shall specify a purchase
date not less than 30 days nor more than 60 days after the date of such notice
(the "Purchase Date") and shall contain such information concerning the business
of the Company which the Company in good faith believes will enable such Holders
to make an informed decision (which at a minimum will include (A) the most
recently filed Annual Report on Form 10-K (including audited consolidated
financial statements) of the Company, the most recent subsequently filed
Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company
filed subsequent to such Quarterly Report, other than Current Reports describing
Asset Dispositions otherwise described in the offering materials (or
corresponding successor reports), (B) a description of material developments in
the Company's business subsequent to the date of the latest of such Reports, and
(C) if material, appropriate pro forma financial information) and all
instructions and materials necessary to tender Securities pursuant to the Offer,
together with the information contained in clause (3).

<PAGE>

                                                                              63

                  (2)      Not later than the date upon which written notice of
         an Offer is delivered to the Trustee as provided below, the Company
         shall deliver to the Trustee an Officers' Certificate of the Company as
         to (A) the amount of the Offer (the "Offer Amount"), including
         information as to any other Senior Subordinated Indebtedness included
         in the Offer, (B) the allocation of the Net Available Cash from the
         Asset Dispositions pursuant to which such Offer is being made and (C)
         the compliance of such allocation with the provisions of
         Section 4.06(a) and (b). On such date, the Company shall also
         irrevocably deposit with the Trustee or with a Paying Agent (or if the
         Company is acting as its own Paying Agent, segregate and hold in trust)
         in Temporary Cash Investments, maturing on the last day prior to the
         Purchase Date or on the Purchase Date if funds are immediately
         available by open of business, an amount equal to the Offer Amount to
         be held for payment in accordance with the provisions of this Section
         4.06. If the Offer includes other Senior Subordinated Indebtedness of
         the Company, the deposit described in the preceding sentence may be
         made with any other paying agent pursuant to arrangements satisfactory
         to the Trustee. Upon the expiration of the period for which the Offer
         remains open (the "Offer Period"), the Company shall deliver to the
         Trustee for cancellation the Securities or portions thereof which have
         been properly tendered to and are to be accepted by the Company. The
         Trustee shall, on the Purchase Date, mail or deliver payment (or cause
         the delivery of payment) to each tendering Holder in the amount of the
         purchase price. In the event that the aggregate purchase price of the
         Securities delivered by the Company to the Trustee is less than the
         Offer Amount applicable to the Securities, the Trustee shall deliver
         the excess to the Company immediately after the expiration of the Offer
         Period for application in accordance with this Section 4.06.

                  (3)      Holders electing to have a Security purchased shall
         be required to surrender the Security, with an appropriate form duly
         completed, to the Company at the address specified in the notice at
         least three Business Days prior to the Purchase Date. Holders shall be
         entitled to withdraw their election if the

<PAGE>

                                                                              64

         Trustee or the Company receives not later than one Business Day prior
         to the Purchase Date, a facsimile transmission or letter setting forth
         the name of the Holder, the principal amount of the Security which was
         delivered for purchase by the Holder and a statement that such Holder
         is withdrawing his election to have such Security purchased. Holders
         whose Securities are purchased only in part shall be issued new
         Securities equal in principal amount to the unpurchased portion of the
         Securities surrendered.

                  (4)      At the time the Company delivers Securities to the
         Trustee which are to be accepted for purchase, the Company shall also
         deliver an Officers' Certificate of the Company stating that such
         Securities are to be accepted by the Company pursuant to and in
         accordance with the terms of this Section 4.06. A Security shall be
         deemed to have been accepted for purchase at the time the Trustee,
         directly or through an agent, mails or delivers payment therefor to the
         surrendering Holder.

                  (d)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Securities
pursuant to this Section 4.06. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.06,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.06 by
virtue of its compliance with such securities laws or regulations.

                  SECTION 4.07.     Limitation on Affiliate Transactions. (a)
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property, employee compensation arrangements or the rendering of
any service) with, or for the benefit of, any Affiliate of the Company (an
"Affiliate Transaction") unless:

                  (1)      the terms of the Affiliate Transaction are no less
         favorable to the Company or such Restricted Subsidiary than those that
         could be

<PAGE>

                                                                              65

         obtained at the time of the Affiliate Transaction in arm's-length
         dealings with a Person who is not an Affiliate;

                  (2)      if such Affiliate Transaction involves an amount in
         excess of $2.5 million, the terms of the Affiliate Transaction are set
         forth in writing and a majority of the non-employee directors of the
         Company disinterested with respect to such Affiliate Transaction have
         determined in good faith that the criteria set forth in clause (1) are
         satisfied and have approved the relevant Affiliate Transaction as
         evidenced by a resolution of the Board of Directors; and

                  (3)      if such Affiliate Transaction involves an amount in
         excess of $10.0 million, the Board of Directors of the Company shall
         also have received a written opinion from an Independent Qualified
         Party to the effect that such Affiliate Transaction is fair, from a
         financial standpoint, to the Company and its Restricted Subsidiaries or
         is not less favorable to the Company and its Restricted Subsidiaries
         than could reasonably be expected to be obtained at the time in an
         arm's-length transaction with a Person who was not an Affiliate.

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

                  (1)      any Investment (other than a Permitted Investment) or
         other Restricted Payment, in each case permitted to be made pursuant to
         Section 4.04;

                  (2)      any issuance of securities, or other payments, awards
         or grants in cash, securities or otherwise pursuant to, or the funding
         of, employment arrangements (including change of control arrangements
         and severance arrangements), stock options and stock ownership plans
         approved by the Board of Directors of the Company;

                  (3)      loans or advances to employees in the ordinary course
         of business in accordance with the past practices of the Company or its
         Restricted Subsidiaries, but in any event not to exceed $5.0 million in
         the aggregate outstanding at any one time;

<PAGE>

                                                                              66

                  (4)      the payment of reasonable fees and the provision of
         reasonable benefits to directors of the Company and its Restricted
         Subsidiaries who are not employees of the Company or its Restricted
         Subsidiaries;

                  (5)      any transaction with or among a Restricted Subsidiary
         or joint venture or similar entity which would constitute an Affiliate
         Transaction solely because the Company or a Restricted Subsidiary owns
         an equity interest in or otherwise controls such Restricted Subsidiary,
         joint venture or similar entity;

                  (6)      the issuance or sale of any Capital Stock (other than
         Disqualified Stock) of the Company;

                  (7)      the payment of management, consulting and advisory
         fees and related expenses made pursuant to the Advisory Agreements and
         the payment of other customary management, consulting and advisory fees
         and related expenses to FP, CVC and any of their Affiliates consistent
         with past practice in connection with transactions of Holdings, the
         Company or its Subsidiaries or pursuant to any management, consulting,
         financial advisory, financing, underwriting or placement agreement or
         in respect of other investment banking activities, including in
         connection with acquisitions or divestitures, which fees and expenses
         are made pursuant to arrangements approved by the Board of Directors of
         the Company or such Restricted Subsidiary in good faith;

                  (8)      any Affiliate Transaction with JEC, GA-TEK or any of
         their Affiliates pursuant to written agreements in effect on the Issue
         Date and as amended, renewed or extended from time to time; provided,
         however, that any such amendment, renewal or extension shall not
         contain terms that are materially less favorable to the Company and its
         Restricted Subsidiaries than those in the agreements in effect on the
         Issue Date;

                  (9)      transactions with customers, clients or suppliers for
         the purchase or sale of goods or services in the ordinary course of
         business and otherwise in compliance with the terms of the Indenture
         which, in the reasonable determination of the Company's board of
         directors or

<PAGE>

                                                                              67

         management, are on terms at least as favorable to the Company or its
         Restricted Subsidiaries as might reasonably have been obtained at such
         time from an unaffiliated party; and

                  (10)     the existence of, or the performance by the Company
         or any Restricted Subsidiary of its obligations under the terms of any
         agreement with the Company or such Restricted Subsidiary as in effect
         as of the Issue Date, including the Shareholders' Agreement, or any
         amendment or replacement thereto or any transaction contemplated
         thereby (including pursuant to any amendment or replacement thereto) so
         long as any such amendment or replacement agreement is not more
         disadvantageous to the Company or such Restricted Subsidiary in any
         material respect than the original agreement as in effect on the Issue
         Date.

                  SECTION 4.08.     Limitation on the Sale or Issuance of
Capital Stock of Restricted Subsidiaries.

         The Company

                  (1)      shall not, and shall not permit any Restricted
         Subsidiary to, sell, lease, transfer or otherwise dispose of any
         Capital Stock of any Restricted Subsidiary to any Person (other than
         the Company or a Wholly Owned Subsidiary), and

                  (2)      shall not permit any Restricted Subsidiary to issue
         any of its Capital Stock (other than, if necessary, shares of its
         Capital Stock constituting directors' or other legally required
         qualifying shares) to any Person (other than to the Company or a Wholly
         Owned Subsidiary),

                  unless,

                           (A)      immediately after giving effect to such
                  issuance, sale or other disposition, neither the Company nor
                  any of its Subsidiaries own any Capital Stock of such
                  Restricted Subsidiary; or

                           (B)      immediately after giving effect to such
                  issuance, sale or other disposition, such Restricted
                  Subsidiary would no longer constitute a Restricted Subsidiary
                  and any

<PAGE>

                                                                              68

                  Investment in such Person remaining after giving effect
                  thereto is treated as a new Investment by the Company
                  and such Investment would be permitted to be made under
                  Section 4.04 if made on the date of such issuance, sale or
                  other disposition.

                  SECTION 4.09.     Change of Control. (a) Upon the occurrence
of a Change of Control, each Holder shall have the right to require that the
Company repurchase such Holder's Securities at a purchase price in cash equal to
101% of the principal amount thereof on the date of purchase plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the terms contemplated in
Section 4.09(b).

                  In the event that at the time of such Change of Control, the
terms of the Credit Agreement prohibit the Company from making a Change of
Control Offer (as defined in Section 4.09(b)) or from purchasing any Securities
pursuant thereto, prior to the mailing of the notice to Holders described in
Section 4.09(b), but in any event within 30 days following any Change of
Control, the Company shall (i) repay in full all indebtedness outstanding and
all other amounts owing under the Credit Agreement or offer to repay in full
all such indebtedness and other amounts and repay the indebtedness and other
amounts of each lender who has accepted such offer or (ii) obtain the requisite
consent under the Credit Agreement to permit the purchase of the Securities as
provided for in Section 4.09(b). The Company must first comply with this
Section 4.09(a) before it will be required to purchase Securities in the event
of a Change of Control; provided, however, that the Company's failure to comply
with this Section 4.09(a) or make a Change of Control Offer (as defined in
Section 4.09(b)) because of any such failure shall constitute a Default as
described in Section 6.01(4) (and not under Section 6.01(2)).

                  (b)      Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder with a copy to the Trustee (the
"Change of Control Offer") stating:

                  (1)      that a Change of Control has occurred and that such
         Holder has the right to require the

<PAGE>

                                                                              69

         Company to purchase such Holder's Securities at a purchase price in
         cash equal to 101% of the principal amount thereof on the date of
         purchase, plus accrued and unpaid interest, if any, to the date of
         purchase (subject to the right of Holders of record on the relevant
         record date to receive interest on the relevant interest payment date);

                  (2)      the circumstances and relevant facts regarding such
         Change of Control (including information with respect to pro forma
         historical income, cash flow and capitalization, each after giving
         effect to such Change of Control);

                  (3)      the purchase date (which shall be no earlier than 30
         days nor later than 60 days from the date such notice is mailed); and

                  (4)      the instructions, as determined by the Company,
         consistent with this Section 4.09, that a Holder must follow in order
         to have its Securities purchased.

                  (c)      Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders will be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date, a facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Security which was delivered for
purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.

                  (d)      On the purchase date, all Securities purchased by the
Company under this Section shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                  (e)      Notwithstanding the foregoing provisions of this
Section, the Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.09 applicable to a Change of Control Offer

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                                                                              70

made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Securities
pursuant to this Section. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section by virtue of its
compliance with such securities laws or regulations.

                  SECTION 4.10.     Future Guarantors. The Company shall cause
each Restricted Subsidiary incorporated in the United States, a state thereof
or the District of Columbia that Incurs any Indebtedness to, at the same time,
execute and deliver to the Trustee a Guaranty Agreement pursuant to which such
Restricted Subsidiary will Guarantee payment of the Securities on the same
terms and conditions as those set forth in Article 11; provided, however, that
no Restricted Subsidiary shall be required to execute and deliver a Guaranty
Agreement if (i) such Indebtedness Incurred by such Restricted Subsidiary does
not constitute a Guarantee and (ii) the aggregate principal amount of the
Indebtedness of all Restricted Subsidiaries excepted from the requirement of
executing and delivering a Guaranty Agreement pursuant to this proviso shall
not exceed $1 million at any time.

                  SECTION 4.11.     Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year, an
Officers' Certificate of the Company stating that in the course of the
performance by the signers of their duties as Officers of the Company, they
would normally have knowledge of any Default and whether or not the signers know
of any Default that occurred during such period. If they do, the certificate
shall describe the Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with TIA
Section 314(a)(4).

                  SECTION 4.12.     Further Instruments and Acts. Upon request
of the Trustee, the Company, Holdings and

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                                                                              71

the Subsidiary Guarantors will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                    ARTICLE 5

                                Successor Company

                  SECTION 5.01.     When Company May Merge or Transfer Assets.
(a) The Company shall not consolidate with or merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, directly or
indirectly, all or substantially all its assets to, any Person, unless:

                  (1)      the resulting, surviving or transferee Person (the
         "Successor Company") shall be a Person organized and existing under the
         laws of the United States of America, any State thereof or the District
         of Columbia and the Successor Company (if not the Company) shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, all the obligations of the Company under the
         Securities and this Indenture;

                  (2)      immediately after giving pro forma effect to such
         transaction (and treating any Indebtedness which becomes an obligation
         of the Successor Company or any Subsidiary as a result of such
         transaction as having been Incurred by such Successor Company or such
         Subsidiary at the time of such transaction), no Default shall have
         occurred and be continuing;

                  (3)      immediately after giving pro forma effect to such
         transaction, the Successor Company would be able to Incur an additional
         $1.00 of Indebtedness pursuant to Section 4.03(a); and

                  (4)      the Company shall have delivered to the Trustee an
         Officers' Certificate of the Company and an Opinion of Counsel, each
         stating that such consolidation, merger or transfer and such
         supplemental indenture (if any) comply with this Indenture;

<PAGE>

                                                                              72

provided, however, that clause (3) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to the Company or a Wholly Owned Subsidiary or (B) the
Company consolidating or merging with an Affiliate of the Company principally
for the purpose and with the principal effect of reincorporating the Company in
another jurisdiction or (C) the Company merging with or into a Wholly Owned
Subsidiary.

                  For purposes of this Section 5.01(a), the sale, lease,
conveyance, assignment, transfer or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company,
which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

                  The Successor Company shall be the successor to the Company
and shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture, and the predecessor Company, except
in the case of a lease, shall be released from its obligations to pay the
principal of and interest on the Securities.

                  (b)      The Company shall not permit any Subsidiary Guarantor
to consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series or transactions, all or substantially all its assets to,
any Person, unless:

                  (1)      except in the case of a Subsidiary Guarantor that has
         been disposed of in its entirety to another Person (other than to the
         Company or an Affiliate of the Company), whether through a merger,
         consolidation or sale of Capital Stock or assets, if in connection
         therewith the Company provides an Officers' Certificate to the Trustee
         to the effect that the Company will comply with its obligations under
         Section 4.06 in respect of such disposition, the resulting, surviving
         or transferee Person (if not such Subsidiary) shall be a Person
         organized and existing (A) under the laws of the jurisdiction under
         which such Subsidiary was organized,

<PAGE>

                                                                              73

         (B) under the laws of the United States of America, or any State
         thereof or the District of Columbia or (C) under the laws of any other
         jurisdiction, provided that the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such transaction and will be subject to Federal income tax on
         the same amounts and at the same times as would have been the case if
         such transaction had not occurred, and such Person shall expressly
         assume, by a Guaranty Agreement, all the obligations of such
         Subsidiary, if any, under its Subsidiary Guaranty;

                  (2)      immediately after giving effect to such transaction
         or transactions on a pro forma basis (and treating any Indebtedness
         which becomes an obligation of the resulting, surviving or transferee
         Person as a result of such transaction as having been issued by such
         Person at the time of such transaction), no Default shall have occurred
         and be continuing; and

                  (3)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such Guaranty Agreement, if any,
         complies with this Indenture.

                  (c)      Holdings shall not merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, all or
substantially all of its assets to any Person unless:

                  (1)      the resulting, surviving or transferee Person (if not
         Holdings) shall be a Person organized and existing under the laws of
         the jurisdiction under which Holdings was organized or under the laws
         of the United States of America, or any State thereof or the District
         of Columbia, and such Person shall expressly assume, by executing a
         Guaranty Agreement, all the obligations of Holdings under the Holdings
         Guaranty;

                  (2)      immediately after giving effect to such transaction
         or transactions on a pro forma basis (and treating any Indebtedness
         which becomes an obligation of the resulting, surviving or

<PAGE>

                                                                              74

         transferee Person as a result of such transaction as having been
         issued by such Person at the time of such transaction), no Default
         shall have occurred and be continuing; and

                  (3)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such Guaranty Agreement, if any,
         complies with this Indenture.

                                    ARTICLE 6

                              Defaults and Remedies

                  SECTION 6.01.     Events of Default. An "Event of Default"
occurs if:

                  (1)      the Company defaults in any payment of interest on
         any Security when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 10, and such default continues
         for a period of 30 days;

                  (2)      the Company defaults in the payment of the principal
         of any Security when the same becomes due and payable at its Stated
         Maturity, upon optional redemption, upon required purchase, upon
         declaration of acceleration or otherwise, whether or not such payment
         shall be prohibited by Article 10;

                  (3)      the Company or Holdings fails to comply with Section
         5.01;

                  (4)      the Company or Holdings fails to comply with
         Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 or 4.10 (other
         than a failure to purchase Securities when required under Section 4.06
         or 4.09) and such failure continues for 30 days after the notice
         specified below;

                  (5)      the Company, Holdings or any Subsidiary Guarantor
         fails to comply with any of its agreements in the Securities, this
         Indenture, the Holdings Guaranty or a Subsidiary Guaranty (other than
         those referred to in clause (1), (2), (3) or (4) above) and such
         failure continues for 60 days after the notice specified below;

<PAGE>

                                                                              75

                  (6)      Indebtedness of the Company, any Subsidiary Guarantor
         or any Significant Subsidiary is not paid within any applicable grace
         period after final maturity or is accelerated by the holders thereof
         because of a default and the total amount of such Indebtedness unpaid
         or accelerated exceeds $10.0 million;

                  (7)      the Company, a Subsidiary Guarantor or any
         Significant Subsidiary pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A)      commences a voluntary case;

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

                           (C)      consents to the appointment of a Custodian
                  of it or for all or any substantial part of its property; or

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

         or takes any comparable action under any foreign laws relating to
         insolvency;

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

                           (A)      is for relief against the Company, a
                  Subsidiary Guarantor or any Significant Subsidiary in an
                  involuntary case;

                           (B)      appoints a Custodian of the Company, a
                  Subsidiary Guarantor or any Significant Subsidiary, for all or
                  substantially all of its property; or

                           (C)      orders the winding up or liquidation of the
                  Company, a Subsidiary Guarantor or any Significant Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 consecutive days;

                  (9)      any final judgment or decree for the payment of money
         in excess of $10.0 million or its foreign currency equivalent at the
         time is entered against the Company, a Subsidiary

<PAGE>

                                                                              76

         Guarantor or any Significant Subsidiary, remains outstanding for a
         period of 60 consecutive days following the entry of such final
         judgment or decree and is not discharged, waived, vacated or the
         execution thereof stayed within such period of 60 consecutive days; or

                  (10)     the Holdings Guaranty or a Subsidiary Guaranty
         ceases to be in full force and effect (other than in accordance with
         the terms of this Indenture and the Holdings Guaranty or such
         Subsidiary Guaranty, as applicable) or Holdings or any Subsidiary
         Guarantor denies or disaffirms its obligations under the Holdings
         Guaranty or its Subsidiary Guaranty, as the case may be.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar United States Federal or state law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  A Default under clauses (4) or (5) is not an Event of Default
until the Company receives written notice from the Trustee or the holders of at
least 25% in principal amount of the outstanding Securities specifying the
Default and the Company does not cure such Default within the time specified
after receipt of such notice. Such notice must specify the Default, demand that
it be remedied and state that such notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of the Company of any Event of Default under clause (6) or (10) and any event
which with the giving of notice or the lapse of time would become an Event of
Default under clause (4), (5) or (9), its status and what action the Company is
taking or proposes to take with respect thereto.

<PAGE>

                                                                              77

                  SECTION 6.02.     Acceleration. If an Event of Default (other
than an Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately provided,
however, that if upon such declaration there are any amounts outstanding under
the Credit Agreement and the amounts thereunder have not been accelerated, such
principal and interest shall be due and payable upon the earlier of the time
such amounts are accelerated or five Business Days after receipt by the Company
and the Representative under the Credit Agreement of such declaration. If an
Event of Default specified in Section 6.01(7) or (8) with respect to the Company
occurs, the principal of and interest on all the Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Securityholders. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default
or impair any right consequent thereto.

                  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 of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

<PAGE>

                                                                              78

                  SECTION 6.04.     Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities by notice to the Trustee may
waive an existing Default and its consequences except (i) a Default in the
payment of the principal of or interest on a Security, (ii) a Default arising
from the failure to redeem or purchase any Security when required pursuant to
this Indenture or (iii) a Default in respect of a provision that under Section
9.02 cannot be amended without the consent of each Securityholder affected. When
a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

                  SECTION 6.05.     Control by Majority. The Holders of a
majority in principal amount of the Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

                  SECTION 6.06.     Limitation on Suits. Except to enforce the
right to receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

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

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

                  (3)      such Holder or Holders offer to the Trustee
         reasonable security or indemnity against any loss, liability or
         expense;

<PAGE>

                                                                              79

                  (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)      the Holders of a majority in principal amount of the
         Securities do not give the Trustee a direction inconsistent with the
         request within such 60-day period.

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

                  SECTION 6.07.     Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                  SECTION 6.08.     Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07 for the benefit of the Trustee.

                  SECTION 6.09.     Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements

<PAGE>

                                                                              80

and advances of the Trustee, its agents and its counsel, and any other amounts
due the Trustee under Section 7.07.

                  SECTION 6.10.     Priorities. If the Trustee collects any
money or property pursuant to this Article 6, it shall pay out the money or
property in the following order:

                  FIRST:   to the Trustee for amounts due under Section 7.07;

                  SECOND:  to holders of Senior Indebtedness of the Company and,
         if such money or property has been collected from a Securities
         Guarantor, to holders of Senior Indebtedness of such Securities
         Guarantor, in each case to the extent required by Article 10 and 12;

                  THIRD:   to Securityholders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal and interest, respectively; and

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

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.

                  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 Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Securities.

<PAGE>

                                                                              81

                  SECTION 6.12.     Waiver of Stay or Extension Laws. The
Company (to the extent it may lawfully do so) shall not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     Trustee

                  SECTION 7.01.     Duties of Trustee. (a) If an Event of
Default has occurred and is continuing, the Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

                  (1)      the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

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

<PAGE>

                                                                              82

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

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

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

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

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section
and Section 7.02.

                  (e)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

                  (f)      Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

                  (g)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not satisfactorily assured to it.

                  (h)      Every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section, Section 7.02 and to the
provisions of the TIA.

                  SECTION 7.02.     Rights of Trustee. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or

<PAGE>

                                                                              83

presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

                  (b)      Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers' Certificate or Opinion of Counsel.

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

                  (d)      The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that the Trustee's conduct does
not constitute wilful misconduct or negligence.

                  (e)      The Trustee may consult with counsel, and the advice
or opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  (f)      The Trustee shall not be deemed to have notice of any
Default of Event of Default unless it has actual knowledge thereof or unless
written notice of any event that is in fact such a default is received by the
Trustee, and such notice references the Securities and this Indenture.

                  SECTION 7.03.     Individual Rights of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign, if necessary, and the Trustee must also comply with Sections
7.10 and 7.11.

                  SECTION 7.04.     Trustee's Disclaimer. The Trustee shall not
be responsible for and makes no

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                                                                              84

representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture or in any document issued in connection with the sale
of the Securities or in the Securities other than the Trustee's certificate of
authentication.

                  SECTION 7.05.     Notice of Defaults. If a Default occurs and
is continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs. Except in
the case of a Default in payment of principal of or interest on any Security,
the Trustee may withhold the notice if and so long as a committee of its
Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

                  SECTION 7.06.     Reports by Trustee to Holders. As promptly
as practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of May 15 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 shall comply with TIA Section
313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

                  SECTION 7.07.     Compensation and Indemnity. The Company
shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company

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                                                                              85

shall indemnify the Trustee against any and all loss, liability or expense
(including attorneys' fees and reasonable expenses) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.02). The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee may have separate
counsel and the Company shall pay the fees and expenses of such counsel. The
Company need not reimburse any expense or indemnify against any loss, liability
or expense incurred by the Trustee through the Trustee's own wilful misconduct,
negligence or bad faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Holders' Securities on all money or
property held or collected by the Trustee other than money or property held in
trust to pay principal of and interest on particular Securities.

                  The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(7) or (8) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.

                  SECTION 7.08.     Replacement of Trustee. The Trustee may
resign at any time by so notifying the Company. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
Trustee and the Company in writing and may appoint a successor Trustee. The
Company shall remove the Trustee if:

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

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

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                                                                              86

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, if all sums owing to
the retiring Trustee have been paid and subject to the lien provided for in
Section 7.07.

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

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

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                  SECTION 7.09.     Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

<PAGE>

                                                                              87

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 7.10.     Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

                  SECTION 7.11.     Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

                  SECTION 8.01.     Discharge of Liability on Securities;
Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (2) all outstanding Securities (other than Securities replaced
pursuant to Section 2.07) have become due and payable, whether at

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                                                                              88

maturity or on a redemption date as a result of the mailing of a notice of
redemption pursuant to Article 3 hereof and the Company irrevocably deposits
with the Trustee funds sufficient to pay at maturity or upon redemption all
outstanding Securities (other than Securities replaced pursuant to Section
2.07), including interest thereon to maturity or such redemption date, and if in
either case the Company pays all other sums payable hereunder by the Company,
then the Company's Obligations under the Securities and the Indenture and each
Securities Guarantor's Obligations under the Indenture and its Securities
Guaranty shall cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of the Securities, the Indenture and each Securities
Guarantee on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

                  (b)      Subject to Sections 8.01(c) and 8.02, the Company at
any time may terminate (1) all its obligations under the Securities and this
Indenture and each Securities Guarantor's Obligations under the Indenture and
its Securities Guaranty ("legal defeasance option") or (2) its obligations under
Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10 and the
operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in
the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors
and Significant Subsidiaries) and the limitations contained in Section
5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

                  If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in
the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors
and Significant Subsidiaries) or because of the failure of the Company to comply
with Section 5.01(a)(3). If the Company exercises its legal defeasance option or
its covenant defeasance option, each Securities Guarantor, if any, shall be
released from all its obligations with respect to its Securities Guaranty.

<PAGE>

                                                                              89

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and
7.08 and in this Article 8 shall survive until the Securities have been paid in
full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05
shall survive.

                  SECTION 8.02.     Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (1)      the Company irrevocably deposits in trust with the
         Trustee cash in U.S. dollars or U.S. Government Obligations for the
         payment of principal of and interest on the Securities to maturity or
         redemption, as the case may be;

                  (2)      the Company delivers to the Trustee a certificate
         from a nationally recognized firm of independent accountants expressing
         their opinion that the payments of principal and interest when due and
         without reinvestment of the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all the Securities to maturity or redemption, as the case
         may be;

                  (3)      123 days pass after the deposit is made and during
         the 123-day period no Default specified in Sections 6.01(7) or (8) with
         respect to the Company occurs which is continuing at the end of the
         period;

                  (4)      the deposit does not constitute a default under any
         other agreement binding the Company and is not prohibited by Article
         10;

                  (5)      the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the trust resulting from the deposit does
         not constitute, or is qualified as, a regulated investment company
         under the Investment Company Act of 1940;

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                                                                              90

                  (6)      in the case of the legal defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating 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 Securityholders
         will not recognize income, gain or loss for Federal income tax purposes
         as a result of such 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 defeasance had not occurred;

                  (7)      in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Securityholders 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; and

                  (8)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities as
         contemplated by this Article 8 have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

                  SECTION 8.03.     Application of Trust Money. The Trustee
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to this Article 8. It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities.
Money and securities so held in trust are not subject to Article 10.

<PAGE>

                                                                              91

                  SECTION 8.04.     Repayment to Company. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal, premium (if any) or interest that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors, and all liability of
the Trustee and such Paying Agent with respect to such money shall cease.

                  SECTION 8.05.     Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06.     Reinstatement. If the Trustee or Paying
Agent is unable to apply any money or U.S. Government Obligations in accordance
with this Article 8 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

<PAGE>

                                                                              92

                                    ARTICLE 9

                                   Amendments

                  SECTION 9.01.    Without Consent of Holders. The Company, the
Subsidiary Guarantors, Holdings and the Trustee may amend this Indenture or the
Securities without notice to or consent of any Securityholder:

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

                  (2)      to provide for the assumption by a successor
         corporation of the obligations of the Company, Holdings or any
         Subsidiary Guarantor to the extent permitted by this Indenture;

                  (3)      to evidence and provide for the acceptance of an
         appointment hereunder by a successor Trustee;

                  (4)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;

                  (5)      to add Guarantees with respect to the Securities,
         including any Subsidiary Guaranty, or to secure the Securities;

                  (6)      to add to the covenants of the Company, Holdings or a
         Subsidiary Guarantor for the benefit of the Holders or to surrender any
         right or power herein conferred upon the Company, Holdings or a
         Subsidiary Guarantor;

                  (7)      to comply with any requirements of the SEC in
         connection with qualifying, or maintaining the qualification of, this
         Indenture under the TIA; or

                  (8)      to make any change that does not materially and
         adversely affect the rights of any Securityholder.

                  An amendment under this Section may not make any change that
materially adversely affects the rights under Article 10 or 12 of any holder of
Senior

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                                                                              93

Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

                  SECTION 9.02.    With Consent of Holders. The Company,
Holdings, the Subsidiary Guarantors and the Trustee may amend this Indenture or
the Securities without notice to any Securityholder with the written consent of
the Holders of at least a majority in principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or
exchange for the Securities) and the Holders of a majority in principal amount
of the outstanding Securities by written notice to the Trustee may waive future
compliance by the Company with any provision of the Indenture or the Securities.
However, without the consent of each Securityholder affected thereby, an
amendment or waiver may not:

                  (1)      reduce the amount of Securities whose Holders must
         consent to an amendment;

                  (2)      reduce the rate of or extend the time for payment of
         interest on any Security;

                  (3)      reduce the principal amount of or extend the Stated
         Maturity of any Security;

                  (4)      change the provisions applicable to the redemption of
         any Security set forth in such Security or Article 3;

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

                  (6)      impair the right of any Holder to receive payment of
         principal of and interest on such Holder's Securities on or after the
         due dates therefor or to institute suit for the enforcement of any
         payment on or with respect to such Holder's Securities;

<PAGE>

                                                                              94

                  (7)      make any changes in the ranking or priority of any
         Security that would adversely affect the Securityholders;

                  (8)      make any change in Section 6.04 or 6.07 or the second
         sentence of this Section; or

                  (9)      make any change in the Holdings Guaranty or any
         Subsidiary Guaranty that would adversely affect the Securityholders.

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

                  An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or 12 of any holder of Senior
Indebtedness of the Company, of Holdings or of a Subsidiary Guarantor then
outstanding unless the holders of such Senior Indebtedness (or any group or
representative thereof authorized to give a consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

                  SECTION 9.03.     Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

                  SECTION 9.04.     Revocation and Effect of Consents and
Waivers. A consent to an amendment or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent or waiver is not made on the Security. However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the written
notice of revocation before the date the amendment or waiver becomes effective.
After an amendment or waiver becomes effective, it shall

<PAGE>

                                                                              95

bind every Securityholder. An amendment or waiver becomes effective upon the
execution of such amendment or waiver by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 9.05.     Notation on or Exchange of Securities. If
an amendment changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall, upon
receipt of a Company Order, authenticate a new Security that reflects the
changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.

                  SECTION 9.06.     Trustee To Sign Amendments. The Trustee
shall sign any amendment authorized pursuant to this Article 9 if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

                  SECTION 9.07.     Payment for Consent. Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any

<PAGE>

                                                                              96

consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 10

                                 Subordination

                  SECTION 10.01.    Agreement To Subordinate. The Company
agrees, and each Securityholder by accepting a Security agrees, that the
Indebtedness evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
of all Senior Indebtedness of the Company and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness. The
Securities shall in all respects rank pari passu with all other Senior
Subordinated Indebtedness of the Company and only Indebtedness of the Company
which is Senior Indebtedness of the Company shall rank senior to the Securities
in accordance with the provisions set forth herein. All provisions of this
Article 10 shall be subject to Section 10.12.

                  SECTION 10.02.    Liquidation, Dissolution, Bankruptcy. Upon
any payment or distribution of property or assets of any kind to creditors upon
a total or partial liquidation, or a total or partial dissolution of the Company
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:

                  (1)      holders of Senior Indebtedness of the Company shall
         be entitled to receive payment in full in cash of such Senior
         Indebtedness before Securityholders shall be entitled to receive any
         payment of principal of or interest on the Securities;

                  (2)      until such Senior Indebtedness is paid in full in
         cash, any payment or distribution to which Securityholders would be
         entitled but for this Article 10 shall be made to holders of such
         Senior Indebtedness as their interests may

<PAGE>

                                                                              97

         appear, except that Securityholders may receive shares of Capital Stock
         and any debt securities that are subordinated to such Senior
         Indebtedness to at least the same extent as the Securities; and

                  (3)      if a payment or a distribution is made to
         Securityholders that, due to this Article 10, should not have been made
         to them, such Securityholders are required to hold it in trust for the
         holders of Senior Indebtedness of the Company and pay it over to them
         as their interests may appear.

                  SECTION 10.03.    Default on Senior Indebtedness of the
Company. The Company shall not pay the principal of or interest on the
Securities or make any deposit pursuant to Section 8.01 and may not purchase,
redeem or otherwise retire or defease any Securities (collectively, "pay the
Securities") if either of the following (a "Payment Default") occurs (1) any
Senior Indebtedness of the Company is not paid in full in cash when due; or (2)
any other default on Senior Indebtedness of the Company occurs and the maturity
of such Senior Indebtedness is accelerated in accordance with its terms unless,
in either case, the Payment Default has been cured or waived and any such
acceleration has been rescinded or such Senior Indebtedness has been paid in
full in cash; provided, however, that the Company shall be entitled to pay the
Securities without regard to the foregoing if the Company and the Trustee
receive written notice approving such payment from the Representatives of all
Senior Indebtedness with respect to which the Payment Default has occurred and
is continuing. During the continuance of any default (other than a Payment
Default) with respect to any Designated Senior Indebtedness of the Company
pursuant to which the maturity thereof may be accelerated without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company shall not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee of (with a copy to the Company) written notice (a
"Blockage Notice") of such default from the Representative of such Designated
Senior Indebtedness specifying an election to effect a Payment Blockage Period
and ending 179 days thereafter. The Payment Blockage Period shall end earlier if
such Payment Blockage Period is terminated (1) by written notice to the

<PAGE>

                                                                              98

Trustee and the Company from the Person or Persons who gave such Blockage
Notice; (2) because the default giving rise to such Blockage Notice is cured,
waived or otherwise no longer continuing; or (3) because such Designated Senior
Indebtedness has been discharged or repaid in full in cash. Notwithstanding the
provisions described in the immediately preceding two sentences (but subject to
the provisions contained in the first sentence of this Section), unless the
holders of such Designated Senior Indebtedness giving such Blockage Notice or
the Representative of such Designated Senior Indebtedness shall have accelerated
the maturity of such Designated Senior Indebtedness, the Company shall be
entitled to resume payments on the Securities after termination of such Payment
Blockage Period. The Securities shall not be subject to more than one Payment
Blockage Period in any 360 consecutive day period irrespective of the number of
defaults with respect to Designated Senior Indebtedness of the Company during
such period, except that if any Blockage Notice is delivered to the Trustee by
or on behalf of holders of Designated Senior Indebtedness (other than holders of
the Bank Indebtedness or a Representative thereof), a Representative of holders
of Bank Indebtedness may give one additional Blockage Notice within such period.
However, in no event may the total number of days during which any Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during
any 360 consecutive day period, and there must be 181 days during any 360
consecutive day period during which no Payment Blockage Period is in effect.

                  SECTION 10.04.    Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness of the Company (or their Representatives) of the
acceleration.

                  SECTION 10.05.    When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

                  SECTION 10.06.    Subrogation. After all Senior Indebtedness
of the Company is paid in full and

<PAGE>

                                                                              99

until the Securities are paid in full, Securityholders shall be subrogated to
the rights of holders of such Senior Indebtedness to receive distributions
applicable to such Senior Indebtedness. A distribution made under this Article
10 to holders of such Senior Indebtedness which otherwise would have been made
to Securityholders is not, as between the Company and Securityholders, a payment
by the Company on such Senior Indebtedness.

                  SECTION 10.07.    Relative Rights. This Article 10 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

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

                  (2)      prevent the Trustee or any Securityholder from
         exercising its available remedies upon a Default, subject to the rights
         of holders of Senior Indebtedness of the Company to receive
         distributions otherwise payable to Securityholders.

                  SECTION 10.08.    Subordination May Not Be Impaired by
Company. No right of any holder of Senior Indebtedness of the Company to enforce
the subordination of the Indebtedness evidenced by the Securities shall be
impaired by any act or failure to act by the Company or by its failure to comply
with this Indenture.

                  SECTION 10.09.    Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent shall continue to
make payments on the Securities and shall not be charged with knowledge of the
existence of facts that under this Article 10 would prohibit the making of any
such payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives written notice satisfactory to
it that such payments are prohibited by this Article 10. The Company, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness of the Company shall be entitled to give the notice;
provided, however, that, if an issue of Senior Indebtedness of the Company has a
Representative, only

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                                                                             100

the Representative shall be entitled to give the notice.

                  The Trustee in its individual or any other capacity shall be
entitled to hold Senior Indebtedness of the Company with the same rights it
would have if it were not Trustee. The Registrar and co-registrar and the Paying
Agent shall be entitled to do the same with like rights. The Trustee shall be
entitled to all the rights set forth in this Article 10 with respect to any
Senior Indebtedness of the Company which may at any time be held by it, to the
same extent as any other holder of such Senior Indebtedness; and nothing in
Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article 10 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.07.

                  SECTION 10.10.    Distribution or Notice to Representative.
Whenever any Person is to make a distribution or give a notice to holders of
Senior Indebtedness of the Company, such Person shall be entitled to make such
distribution or give such notice to their Representative (if any).

                  SECTION 10.11.    Article10 Not To Prevent Events of Default
or Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.

                  SECTION 10.12.    Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article 8 by
the Trustee for the payment of principal of and interest on the Securities shall
not be subordinated to the prior payment of any Senior Indebtedness of the
Company or subject to the restrictions set forth in this Article 10, and none of
the Securityholders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company.

                  SECTION 10.13.    Trustee Entitled To Rely. Upon any payment
or distribution pursuant to this

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                                                                             101

Article 10, the Trustee and the Securityholders shall be entitled to rely (1)
upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 10.02 are pending, (2) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Securityholders or (3) upon the
Representatives of Senior Indebtedness of the Company for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
10. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee shall be entitled to request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article 10, and, if such
evidence is not furnished, the Trustee shall be entitled to defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment. The provisions of Sections 7.01 and 7.02 shall be
applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

                  SECTION 10.14.    Trustee To Effectuate Subordination.
Each Securityholder by accepting a Security authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Securityholders and the
holders of Senior Indebtedness of the Company as provided in this Article 10 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 10.15.    Trustee Not Fiduciary for Holders of Senior
Indebtedness of the Company. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to

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                                                                             102

Securityholders or the Company or any other Person, money or assets to which
any holders of Senior Indebtedness of the Company shall be entitled by virtue of
this Article 10 or otherwise.

                  SECTION 10.16.    Reliance by Holders of Senior Indebtedness
of the Company on Subordination Provisions. Each Securityholder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration to each holder of
any Senior Indebtedness of the Company, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Securities, to acquire
and continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of such Senior Indebtedness shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.

                                   ARTICLE 11

                                   Guaranties

                  SECTION 11.01.    Subsidiary Guaranties. Each Subsidiary
Guarantor hereby unconditionally and irrevocably guarantees, jointly and
severally, to each Holder and to the Trustee and its successors and assigns (a)
the full and punctual payment of principal of and interest on the Securities
when due, whether at maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the
"Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor
will remain bound under this Article 11 notwithstanding any extension or renewal
of any Guaranteed Obligation.

                  Each Subsidiary Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment. Each Subsidiary

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                                                                             103

Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by (a) the failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company or any other Person
under this Indenture, the Securities or any other agreement or otherwise; (b)
any extension or renewal of any thereof; (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Indenture, the
Securities or any other agreement; (d) the release of any security held by any
Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the
failure of any Holder or the Trustee to exercise any right or remedy against any
other guarantor of the Guaranteed Obligations; or (f) except as set forth in
Section 11.07, any change in the ownership of such Subsidiary Guarantor.

                  Each Subsidiary Guarantor further agrees that its Subsidiary
Guaranty herein constitutes a guarantee of payment, performance and compliance
when due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations.

                  Each Subsidiary Guaranty is, to the extent and in the manner
set forth in Article 12, subordinated and subject in right of payment to the
prior payment in full in cash of the principal of and premium, if any, and
interest on all Senior Indebtedness of the Subsidiary Guarantor giving such
Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such
provisions of this Indenture.

                  Except as expressly set forth in Sections 8.01(b), 11.03 and
11.07, the obligations of each Subsidiary Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations, the Indenture, the Securities or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by

<PAGE>

                                                                             104

the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of such Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.

                  Each Subsidiary Guarantor further agrees that its Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of principal of or interest on any
Guaranteed Obligation is rescinded or must otherwise be restored by any Holder
or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each
Subsidiary Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of
such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (3) all other
monetary Guaranteed Obligations of the Company to the Holders and the Trustee.

                  Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of subrogation in respect of any Guaranteed Obligations guaranteed
hereby until payment in full of all Guaranteed Obligations and all obligations
to which the Guaranteed Obligations are subordinated as provided in Article 12.
Each Subsidiary Guarantor further agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article 6 for the purposes

<PAGE>

                                                                             105

of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the Guaranteed Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article 6, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary Guarantor for the purposes
of this Section.

                  Each Subsidiary Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section.

                  Each Subsidiary Guarantor that makes a payment under its
Subsidiary Guaranty will be entitled upon payment in full of all guarantied
obligations under this Indenture to contribution from each other Subsidiary
Guarantor in an amount equal to such other Subsidiary Guarantor's pro rata
portion of such payment based on the respective net assets of all the Subsidiary
Guarantors at the time of such payment determined in accordance with GAAP.

                  SECTION  11.02.   Holdings Guaranty. Holdings hereby
unconditionally and irrevocably guarantees to each Holder and to the Trustee and
its successors and assigns the Guaranteed Obligations. Holdings further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice or further assent from Holdings and that Holdings will remain
bound under this Article 11 notwithstanding any extension or renewal of any
Guaranteed Obligation.

                  Holdings waives presentation to, demand of, payment from and
protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Holdings waives notice of any default under
the Securities or the Guaranteed Obligations. The obligations of Holdings
hereunder shall not be affected by (a) the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Securities or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Securities or any

<PAGE>

                                                                             106

other agreement; (d) the release of any security held by any Holder or the
Trustee for the Obligations or any of them; (e) the failure of any Holder or the
Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change
in the ownership of Holdings.

                  Holdings further agrees that its Holdings Guaranty herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Obligations.

                  The Holdings Guaranty is, to the extent and in the manner set
forth in Article 12, subordinated and subject in right of payment to the prior
payment in full in cash of the principal of and premium, if any, and interest on
all Senior Indebtedness of Holdings and the Holdings Guaranty is made subject to
such provisions of this Indenture.

                  Except as expressly set forth in Sections 8.01(b), 11.03 and
11.07, the obligations of Holdings hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations, the Indenture, the Securities or otherwise. Without
limiting the generality of the foregoing, the obligations of Holdings herein
shall not be discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of Holdings or would otherwise operate as
a discharge of Holdings as a matter of law or equity.

                  Holdings further agrees that its Guarantee herein shall
continue to be effective or be

<PAGE>

                                                                             107

reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against
Holdings by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Guaranteed Obligation, Holdings hereby promises
to and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the
sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and
unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (3) all other monetary Guaranteed Obligations of the
Company to the Holders and the Trustee.

                  Holdings agrees that it shall not be entitled to any right of
subrogation in respect of any Guaranteed Obligations guaranteed hereby until
payment in full of all Guaranteed Obligations and all obligations to which the
Guaranteed Obligations are subordinated as provided in Article 12. Holdings
further agrees that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations
Guaranteed hereby may be accelerated as provided in Article 6 for the purposes
of the Holdings Guaranty herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed
Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article 6, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become
due and payable by Holdings for the purposes of this Section.

                  Holdings also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

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                                                                             108

                  SECTION 11.03.    Limitation on Liability. Any term or
provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to such Subsidiary
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.

                  SECTION 11.04.    Successors and Assigns. This Article 11
shall be binding upon each Securities Guarantor and its successors and assigns
and shall enure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
this Indenture and in the Securities shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions of this
Indenture.

                  SECTION 11.05.    No Waiver. Neither a failure nor a delay on
the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article 11
at law, in equity, by statute or otherwise.

                  SECTION 11.06.    Modification. No modification, amendment or
waiver of any provision of this Article 11, nor the consent to any departure by
any Securities Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Securities Guarantor in any case
shall entitle such Securities Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

<PAGE>

                                                                             109

                  SECTION 11.07.    Release of Subsidiary Guarantor. Upon (i)
the sale or other disposition (including by way of consolidation or merger) of a
Subsidiary Guarantor or the sale or disposition of all or substantially all the
assets of such Subsidiary Guarantor (in each case other than a sale or
disposition to the Company or an Affiliate of the Company) or (ii) upon the
designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, such
Subsidiary Guarantor shall be deemed released from all obligations under this
Article 11 without any further action required on the part of the Trustee or any
Holder. At the request of the Company, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.

                                   ARTICLE 12

                     Subordination of Securities Guaranties

                  SECTION 12.01.    Agreement To Subordinate. Each Securities
Guarantor agrees, and each Securityholder by accepting a Security agrees, that
the Indebtedness evidenced by such Securities Guarantor's Securities Guaranty is
subordinated in right of payment, to the extent and in the manner provided in
this Article 12, to the prior payment of all Senior Indebtedness of such
Securities Guarantor in full in cash and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness. The
Obligations of a Securities Guarantor shall in all respects rank pari passu with
all other Senior Subordinated Indebtedness of such Securities Guarantor and only
Senior Indebtedness of such Securities Guarantor (including such Securities
Guarantor's Guarantee of Senior Indebtedness of the Company) shall rank senior
to the Obligations of such Securities Guarantor in accordance with the
provisions set forth herein.

                  SECTION 12.02.    Liquidation, Dissolution, Bankruptcy. Upon
any payment or distribution of property or assets of any kind to creditors upon
a total or partial liquidation, or a total or partial dissolution of such
Securities Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Securities Guarantor or its
property:

<PAGE>

                                                                             110

                  (1)      holders of Senior Indebtedness of such Securities
         Guarantor shall be entitled to receive payment in full in cash of such
         Senior Indebtedness before Securityholders shall be entitled to receive
         any payment pursuant to the Securities Guaranty of such Securities
         Guarantor;

                  (2)      until the Senior Indebtedness of any Securities
         Guarantor is paid in full in cash, any payment or distribution to
         which Securityholders would be entitled but for this Article 12 shall
         be made to holders of such Senior Indebtedness as their interests may
         appear, except that Securityholders may receive shares of Capital
         Stock and any debt securities of such Securities Guarantor that are
         subordinated to such Senior Indebtedness to at least the same extent
         as the Securities Guaranty of such Securities Guarantor; and

                  (3)      if a payment or a distribution is made to
         Securityholders that, due to this Article 12, should not have been
         made to them, such Securityholders are required to hold it in trust
         for the holders of Senior Indebtedness of such Securities Guarantor
         and pay it over to them as their interests may appear.

                  SECTION 12.03.    Default on Senior Indebtedness of Securities
Guarantor. No Securities Guarantor shall make its Securities Guaranty or
purchase, redeem or otherwise retire or defease any Securities or other
Obligations (collectively, "pay its Securities Guaranty") if either of the
following (a "Payment Default") occurs (1) any Senior Indebtedness of such
Securities Guarantor is not paid in full in cash when due; or (2) any other
default on Senior Indebtedness of such Securities Guarantor occurs and the
maturity of such Senior Indebtedness is accelerated in accordance with its
terms; unless, in either case, the Payment Default has been cured or waived and
any such acceleration has been rescinded or such Senior Indebtedness has been
paid in full in cash; provided, however, that any Securities Guarantor
shall be entitled to pay its Securities Guaranty without regard to the foregoing
if such Securities Guarantor and the Trustee receive written notice approving
such payment from the Representatives of all Senior Indebtedness with respect to
which the Payment Default has occurred and is continuing. During the continuance
of any default (other than a Payment

<PAGE>

                                                                             111

Default) with respect to any Designated Senior Indebtedness of such Securities
Guarantor pursuant to which the maturity thereof may be accelerated without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Securities
Guarantor shall not pay its Securities Guaranty for a period (a "Payment
Blockage Period") commencing upon the receipt by the Trustee of (with a copy to
such Securities Guarantor) written notice (a "Blockage Notice") of such default
from the Representative of such Designated Senior Indebtedness specifying an
election to effect a Payment Blockage Period and ending 179 days thereafter. The
Payment Blockage Period shall end earlier if such Payment Blockage Period is
terminated (1) by written notice to the Trustee and such Securities Guarantor
from the Person or Persons who gave such Blockage Notice; (2) because the
default giving rise to such Blockage Notice is cured, waived or otherwise no
longer continuing; or (3) because such Designated Senior Indebtedness has been
discharged or repaid in full in cash. Notwithstanding the provisions described
in the immediately preceding two sentences (but subject to the provisions
contained in the first sentence of this Section), unless the holders of such
Designated Senior Indebtedness giving such Blockage Notice or the Representative
of such Designated Senior Indebtedness shall have accelerated the maturity of
such Designated Senior Indebtedness, any Securities Guarantor shall be entitled
to resume payments pursuant to its Securities Guaranty after termination of such
Payment Blockage Period. No Securities Guaranty shall be subject to more than
one Payment Blockage Period in any 360 consecutive day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness of such
Securities Guarantor during such period, except that if any Blockage Notice is
delivered to the Trustee by or on behalf of holders of Designated Senior
Indebtedness (other than holders of the Bank Indebtedness or a Representative
thereof), a Representative of holders of Bank Indebtedness may give one
additional Blockage Notice within such period. However, in no event may the
total number of days during which any Payment Blockage Period or Periods is in
effect exceed 179 days in the aggregate during any 360 consecutive day period,
and there must be 181 days during any 360 consecutive day period during which no
Payment Blockage Period is in effect.

<PAGE>

                                                                             112

                  SECTION 12.04.    Demand for Payment. If a demand for payment
is made on a Securities Guarantor pursuant to Article 11, the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness of such
Securities Guarantor (or their Representatives) of such demand.

                  SECTION 12.05.    When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 12 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the applicable
Securities Guarantor and pay it over to them or their Representatives as their
interests may appear.

                  SECTION 12.06.    Subrogation. After all Senior Indebtedness
of a Securities Guarantor is paid in full and until the Securities are paid in
full, Securityholders shall be subrogated to the rights of holders of such
Senior Indebtedness to receive distributions applicable to Senior Indebtedness
of such Securities Guarantor. A distribution made under this Article 12 to
holders of such Senior Indebtedness which otherwise would have been made to
Securityholders is not, as between the relevant Securities Guarantor and
Securityholders, a payment by such Securities Guarantor on such Senior
Indebtedness.

                  SECTION 12.07.    Relative Rights. This Article 12 defines
the relative rights of Securityholders and holders of Senior Indebtedness of a
Securities Guarantor. Nothing in this Indenture shall:

                  (1)      impair, as between a Securities Guarantor and
         Securityholders, the obligation of such Securities Guarantor, which is
         absolute and unconditional, to pay its Securities Guaranty to the
         extent set forth in Article 11; or

                  (2)      prevent the Trustee or any Securityholder from
         exercising its available remedies upon a default by such Securities
         Guarantor under its Securities Guaranty, subject to the rights of
         holders of Senior Indebtedness of such Securities Guarantor to receive
         distributions otherwise payable to Securityholders.

                  SECTION 12.08.    Subordination May Not Be Impaired by any
Securities Guarantor. No right of any

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                                                                             113

holder of Senior Indebtedness of any Securities Guarantor to enforce the
subordination of the Securities Guaranty of such Securities Guarantor shall be
impaired by any act or failure to act by such Securities Guarantor or by its
failure to comply with this Indenture.

                  SECTION 12.09.    Rights of Trustee and Paying Agent.
Notwithstanding Section 12.03, the Trustee or Paying Agent shall continue to
make payments on any Securities Guaranty and shall not be charged with knowledge
of the existence of facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a
Responsible Officer of the Trustee receives written notice satisfactory to it
that such payments are prohibited by this Article 12. The relevant Securities
Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or
a holder of Senior Indebtedness of such Securities Guarantor shall be entitled
to give the notice; provided, however, that, if an issue of Senior Indebtedness
of any Securities Guarantor has a Representative, only the Representative shall
be entitled to give the notice.

                  The Trustee in its individual or any other capacity shall be
entitled to hold Senior Indebtedness of any Securities Guarantor with the same
rights it would have if it were not the Trustee. The Registrar and co-registrar
and the Paying Agent may do the same with like rights. The Trustee shall be
entitled to all the rights set forth in this Article 12 with respect to any
Senior Indebtedness of any Securities Guarantor which may at any time be held by
it, to the same extent as any other holder of such Senior Indebtedness; and
nothing in Article 7 shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article 12 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

                  SECTION 12.10.    Distribution or Notice to Representative.
Whenever any Person is to make a distribution or give a notice to holders of
Senior Indebtedness of any Securities Guarantor, such Person shall be entitled
to make such distribution or give such notice to their Representative (if any).

                  SECTION 12.11.    Article 12 Not To Prevent Events of Default
or Limit Right To Demand Payment. The failure to make a payment pursuant to a
Securities

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                                                                             114

Guaranty by reason of any provision in this Article 12 shall not be
construed as preventing the occurrence of a Default. Nothing in this Article 12
shall have any effect on the right of the Securityholders or the Trustee to make
a demand for payment on any Securities Guarantor pursuant to its Securities
Guaranty.

                  SECTION 12.12.    Trustee Entitled To Rely. Upon any payment
or distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely (1) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (2) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the
Securityholders or (3) upon the Representatives for the holders of Senior
Indebtedness of any Securities Guarantor for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
such Senior Indebtedness and other indebtedness of such Securities Guarantor,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 12. In the
event that the Trustee determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness of any
Securities Guarantor to participate in any payment or distribution pursuant to
this Article 12, the Trustee shall be entitled to request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of such Securities Guarantor held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article 12,
and, if such evidence is not furnished, the Trustee shall be entitled to defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment. The provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article 12.

                  SECTION 12.13.    Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the

<PAGE>

                                                                             115

holders of Senior Indebtedness of any Securities Guarantor as provided in this
Article 12 and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                  SECTION 12.14.    Trustee Not Fiduciary for Holders of Senior
Indebtedness of Securities Guarantor. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness of any Securities
Guarantor and shall not be liable to any such holders if it shall mistakenly pay
over or distribute to Securityholders or the Company or any other Person, money
or assets to which any holders of such Senior Indebtedness shall be entitled by
virtue of this Article 12 or otherwise.

                  SECTION 12.15.    Reliance by Holders of Senior Indebtedness
of Securities Guarantors on Subordination Provisions. Each Securityholder by
accepting a Security acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness of any Securities Guarantor, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.

                                   ARTICLE 13

                                  Miscellaneous

                  SECTION 13.01.    Trust Indenture Act Controls. If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

                  SECTION 13.02.    Notices. Any notice or communication shall
be in writing and delivered in person or mailed by first-class mail addressed as
follows:

                  if to the Company, Holdings or any Subsidiary Guarantor:

<PAGE>

                                                                             116

                           AMI Semiconductor, Inc.
                           2300 Buckskin Road
                           Pocatello, Idaho 83201
                           Attention: Chief Financial Officer

                  With a copy to:

                           Davis Polk & Wardwell
                           1600 El Camino Real
                           Menlo Park, California 94025
                           Attention: Alan F. Denenberg

                  if to the Trustee:

                           J.P. Morgan Trust Company, N.A.
                           Institutional Trust Services
                           560 Mission Street, 13th Floor
                           San Francisco, CA 94105
                           Attention: James Nagy

                  With a copy to:

                           Nixon Peabody LLP
                           437 Madison Avenue
                           New York, New York 10022
                           Attention: Bart Pisella

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

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 13.03.    Communication by Holders with Other Holders
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or

<PAGE>

                                                                             117

the Securities. The Company, Holdings, any Subsidiary Guarantor, 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 or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1)      an Officers' Certificate of the Company in form and
         substance reasonably satisfactory to the Trustee stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

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

                  SECTION 13.05.    Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture shall include:

                  (1)      a statement that the individual 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 individual,
         he has made such examination or investigation as is necessary to
         enable him to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
         such individual, such covenant or condition has been complied with
         provided, that, an opinion of counsel may rely on an Officer's
         Certificate or certificates of public officials with respect to
         matters of fact.

<PAGE>

                                                                             118

                  SECTION 13.06.    When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

                  SECTION 13.07.    Rules by Trustee, Paying Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

                  SECTION 13.08.    Legal Holidays. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 13.09.    Governing Law. This Indenture and the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                  SECTION 13.10.    No Recourse Against Others. A director,
officer, employee, stockholder, incorporator or member, as such, of the Company,
Holdings or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or this Indenture, of Holdings
under the Holdings Guaranty or this Indenture or of such Subsidiary Guarantor
under its Subsidiary Guaranty or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder shall waive and release all such liability. Such
waiver and release shall be part of the consideration for the issue of the
Securities.

<PAGE>

                                                                             119

                  SECTION 13.11.    Successors. All agreements of the Company,
Holdings and each Subsidiary Guarantor in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

                  SECTION 13.12.    Multiple Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is enough
to prove this Indenture.

                  SECTION 13.13.    Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

                                                                             120

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

                                             AMI SEMICONDUCTOR, INC.,

                                              by /s/ Brent D. Jensen
                                                 __________________________
                                                 Name: Brent D. Jensen
                                                 Title: Chief Financial Officer

                                             AMIS HOLDINGS, INC.,

                                              by /s/ Brent D. Jensen
                                                 __________________________
                                                 Name: Brent D. Jensen
                                                 Title: Chief Financial Officer

                                             AMI ACQUISITION LLC,

                                              by /s/ Brent D. Jensen
                                                 __________________________
                                                 Name: Brent D. Jensen
                                                 Title: Chief Financial Officer

                                             AMI ACQUISITION II LLC,

                                              by /s/ Brent D. Jensen
                                                 __________________________
                                                 Name: Brent D. Jensen
                                                 Title: Chief Financial Officer

                                             J.P. MORGAN TRUST COMPANY,
COMPANY,
                                             N.A.,

                                              by /s/ James Nagy
                                                 __________________________
                                                 Name: James Nagy
                                                 Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT 1

                      [FORM OF SUPPLEMENTAL INDENTURE TO BE
                 DELIVERED BY ADDITIONAL SUBSIDIARY GUARANTORS]

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of [ ] among [ ] (the "Additional Subsidiary Guarantor"), a [ ] corporation
and a subsidiary of AMI Semiconductor, Inc. a Delaware corporation (or its
permitted successor) (the "Company"), AMIS Holdings, Inc., a Delaware
corporation (or its permitted successors)("Holdings"), the other Subsidiary
Guarantors (the "Existing Subsidiary Guarantors") and J.P. Morgan Trust Company,
N.A., as Trustee under the Indenture (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company, Holdings and the Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture (the
"Indenture"), dated as of January 29, 2003, providing for the issuance of 10
3/4% Senior Subordinated Notes Due 2013 (the "Securities");

                  WHEREAS, Section 4.10 of the Indenture provides that under
certain circumstances the Company will cause the Additional Subsidiary Guarantor
to execute and deliver to the Trustee a Guaranty Agreement pursuant to which the
Additional Subsidiary Guarantor will Guarantee payment of the Securities on the
same terms and conditions as those set forth in Article 11 of the Indenture
(other than Section 11.01); and

                  WHEREAS, pursuant to Section 9.01(4) of the Indenture, the
Trustee, the Company, Holdings and the Existing Subsidiary Guarantors are
authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, Holdings, the Additional Subsidiary Guarantor, the Existing Subsidiary
Guarantors and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Securities as follows:

<PAGE>

                                                                               2

                  SECTION 1.        Capitalized Terms. Capitalized terms used
herein but not defined shall have the meanings assigned to them in the
Indenture.

                  SECTION 2.        Guaranties. The Additional Subsidiary
Guarantor hereby agrees, jointly and severally with all other Subsidiary
Guarantors, to guarantee the Company's obligations under the Securities on the
terms and subject to the conditions set forth in Article 11 of the Indenture and
to be bound by all other applicable provisions of the Indenture (including
Article 12).

                  SECTION 3.        Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture
is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.

                  SECTION 4.        Governing Law. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  SECTION 5.        Trustee Makes No Representation. The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.

                  SECTION 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.

                  SECTION 7.        Effect of Headings. The Section headings
herein are for convenience only and shall not effect the construction of this
Supplemental Indenture.

<PAGE>

                                                                               3

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

                                          AMI SEMICONDUCTOR, INC.

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          AMIS HOLDINGS, INC.

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          [SUBSIDIARY GUARANTORS]

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          [ADDITIONAL SUBSIDIARY GUARANTOR]

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          J.P. MORGAN TRUST COMPANY,
                                          N.A., AS TRUSTEE

                                             by
                                                ________________________________
                                                Name:
                                                Title:

<PAGE>

                                                                       EXHIBIT 2

                      [FORM OF SUPPLEMENTAL INDENTURE TO BE
                        DELIVERED BY HOLDINGS SUCCESSOR]

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of [ ] among [ ] (the "Holdings Successor"), a [ ] corporation and successor
of AMIS Holdings, Inc. a Delaware corporation ("Holdings"), AMI Semiconductor,
Inc., a Delaware corporation (or its permitted successors)(the "Company"), the
Subsidiary Guarantors and J.P. Morgan Trust Company, N.A., as Trustee under the
Indenture (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company, Holdings and the Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture (the
"Indenture"), dated as of January 29, 2003, providing for the issuance of 10
3/4% Senior Subordinated Notes Due 2013 (the "Securities");

                  WHEREAS, Section 5.01(c) of the Indenture provides that under
certain circumstances Holdings will cause the Holdings Successor to execute and
deliver to the Trustee a Guaranty Agreement pursuant to which the Holdings
Successor will Guarantee payment of the Securities on the same terms and
conditions as those set forth in Article 11 of the Indenture (other than Section
11.02); and

                  WHEREAS, pursuant to Section 9.01(4) of the Indenture, the
Trustee, the Company, Holdings and the Subsidiary Guarantors are authorized to
execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, Holdings, the Holdings Successor, the Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Securities as follows:

                  SECTION 1.        Capitalized Terms. Capitalized terms used
herein but not defined shall have the meanings assigned to them in the
Indenture.

<PAGE>

                                                                               2

                  SECTION 2.        Guaranties. The Holdings Successor hereby
agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee
the Company's obligations under the Securities on the terms and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all other
applicable provisions of the Indenture (including Article 12).

                  SECTION 3.        Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture
is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.

                  SECTION 4.        Governing Law. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  SECTION 5.        Trustee Makes No Representation. The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.

                  SECTION 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.

                  SECTION 7.        Effect of Headings. The Section headings
herein are for convenience only and shall not effect the construction of this
Supplemental Indenture.

<PAGE>

                                                                               3

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

                                          AMI SEMICONDUCTOR, INC.

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          AMIS HOLDINGS, INC.

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          [SUBSIDIARY GUARANTORS]

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          [Holdings Successor]

                                             by
                                                ________________________________
                                                Name:
                                                Title:

                                          J.P. MORGAN TRUST COMPANY,
                                          N.A., AS TRUSTEE

                                             by
                                                ________________________________
                                                Name:
                                                Title:

<PAGE>

                                                          RULE 144A/REGULATION S
                                                             APPENDIX

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                           PRIVATE EXCHANGE SECURITIES
                             AND EXCHANGE SECURITIES

1.       Definitions

         1.1      Definitions

         Capitalized terms used but not otherwise defined in this Appendix shall
have the meanings assigned in the Indenture. For the purposes of this Appendix
the following terms shall have the meanings indicated below:

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Temporary Regulation S Global Security or beneficial
interest therein, the rules and procedures of the Depository, Euroclear and
Clearstream, for such a Temporary Regulation S Global Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

                  "Clearstream" means Clearstream Banking, societe anonyme, or
any successor securities clearing agency.

                  "Definitive Security" means a certificated Initial Security or
Exchange Security or Private Exchange Security bearing, if required, the
restricted securities legend set forth in Section 2.3(e).

                  "Depository" means The Depository Trust Company, its nominees
and their respective successors.

                  "Distribution Compliance Period", with respect to any
Securities, means the period of 40 consecutive days beginning on and including
the later of (i) the day on which such Securities are first offered to Persons
other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the Issue Date with respect to such
Securities.

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System, or any successor securities clearing agency.

                  "Exchange Securities" means (1) the 10 3/4% Senior
Subordinated Notes Due 2013 issued pursuant to the Indenture in exchange for,
and in aggregate

<PAGE>

                                                                               2

principal amount equal to, the Securities and any Additional Securities in
compliance with one or more Registration Rights Agreements.

                  "Initial Purchasers" means (1) with respect to the Initial
Securities issued on the Issue Date, Credit Suisse First Boston LLC, Lehman
Brothers Inc. and UBS Warburg LLC and (2) with respect to each issuance of
Additional Securities, the Persons purchasing such Additional Securities under
the related Purchase Agreement.

                  "Initial Securities" means (1) $200 million aggregate
principal amount of 10 3/4% Senior Subordinated Notes Due 2013 issued on the
Issue Date and (2) Additional Securities, if any, issued in a transaction exempt
from the registration requirements of the Securities Act.

                  "Private Exchange" means the offer by the Company, pursuant to
a Registration Rights Agreement, to the Initial Purchasers to issue and deliver
to each Initial Purchaser, in exchange for the Initial Securities held by the
Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.

                  "Private Exchange Securities" means any 10 3/4% Senior
Securities Subordinated due 2013 issued in connection with a Private Exchange.

                  "Purchase Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Purchase Agreement dated January 24,
2003, among the Company, the Subsidiary Guarantors and the Initial Purchasers,
and (2) with respect to each issuance of Additional Securities, the purchase
agreement or underwriting agreement among the Company, the Subsidiary Guarantors
and the Persons purchasing such Additional Securities.

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

                  "Registered Exchange Offer" means the offer by the Company,
pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of Exchange Securities registered
under the Securities Act.

<PAGE>

                                                                               3

                  "Registration Rights Agreement" means (1) with respect to the
Initial Securities issued on the Issue Date, the Registration Rights Agreement
dated January 29, 2003, among the Company and the Initial Purchasers, and
(2) with respect to each issuance of Additional Securities issued in a
transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Company and the Persons
purchasing such Additional Securities under the related Purchase Agreement.

                  "Rule 144A Securities" means all Initial Securities offered
and sold to QIBs in reliance on Rule 144A.

                  "Securities" means the Initial Securities, the Exchange
Securities and the Private Exchange Securities, treated as a single class.

                  "Securities Act" means the Securities Act of 1933.

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.

                  "Shelf Registration Statement" means the registration
statement, if any, filed by the Company in connection with the offer and sale of
Initial Securities or Private Exchange Securities pursuant to a Registration
Rights Agreement.

                  "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend relating to restrictions on transfer relating to
the Securities Act set forth in Section 2.3(e) hereto.

         1.2      Other Definitions

<TABLE>
<CAPTION>
                                                                                                 Defined in
                                                                                                 -----------
Term                                                                                              Section:
----                                                                                             -----------
<S>                                                                                              <C>
"Agent Members"                                                                                     2.1(b)
"Global Security"                                                                                   2.1(a)
"Permanent Regulation S Global Security                                                             2.1(a)
"Regulation S"                                                                                      2.1(a)
"Rule 144A"                                                                                         2.1(a)
"Rule 144A Global Security                                                                          2.1(a)
"Temporary Regulation S Global Security"                                                            2.1(a)
</TABLE>

<PAGE>

                                                                               4

         2.       The Securities.

         2.1      (a)      Form and Dating. The Initial Securities will be
offered and sold by the Company pursuant to a Purchase Agreement. The Initial
Securities will be resold initially only to (i) QIBs in reliance on Rule 144A
under the Securities Act ("Rule 144A") and (ii) Persons other than U.S. Persons
(as defined in Regulation S) in reliance on Regulation S under the Securities
Act ("Regulation S"). Initial Securities may thereafter be transferred to, among
others, QIBs and purchasers in reliance on Regulation S, subject to the
restrictions on transfer set forth herein. Initial Securities initially resold
pursuant to Rule 144A shall be issued initially in the form of one or more
permanent global Securities in definitive, fully registered form (collectively,
the "Rule 144A Global Security") and Initial Securities initially resold
pursuant to Regulation S shall be issued initially in the form of one or more
temporary global securities in definitive, fully registered form (collectively,
the "Temporary Regulation S Global Security"), in each case without interest
coupons and with the global securities legend and restricted securities legend
set forth in Exhibit 1 hereto, which shall be deposited on behalf of the
purchasers of the Initial Securities represented thereby with the Securities
Custodian, and registered in the name of the Depository or a nominee of the
Depository, duly executed by the Company and authenticated by the Trustee as
provided in this Indenture. Beneficial ownership interests in the Temporary
Regulation S Global Security will not be exchangeable for interests in the Rule
144A Global Security, a permanent global security (the "Permanent Regulation S
Global Security"), or any other Security without a legend containing
restrictions on transfer of such Security prior to the expiration of the
Distribution Compliance Period and then only upon certification in form
reasonably satisfactory to the Trustee that beneficial ownership interests in
such Temporary Regulation S Global Security are owned either by non-U.S. persons
or U.S. persons who purchased such interests in a transaction that did not
require registration under the Securities Act. The Rule 144A Global Security,
the Temporary Regulation S Global Security and the Permanent Regulation S Global
Security are collectively referred to herein as "Global Securities". The
aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of

<PAGE>

                                                                               5

the Trustee and the Depository or its nominee as hereinafter provided.

                  (b)      Book-Entry Provisions. This Section 2.1(b) shall
apply only to a Global Security deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of such Depository and
(b) shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions or held by the Trustee as custodian for the
Depository.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the
custodian of the Depository or under such Global Security, and the Company, the
Trustee and any agent of the Company or the Trustee shall be entitled to treat
the Depository as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

                  (c)      Certificated Securities. Except as provided in this
Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global
Securities shall not be entitled to receive physical delivery of Definitive
Securities.

         2.2      Authentication. The Trustee shall authenticate and
deliver: (1) on the Issue Date, an aggregate principal amount of $200 million 10
3/4% Senior Subordinated Notes Due 2013, (2) any Additional Securities for an
original issue in an aggregate principal amount specified in the Company Order
pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private
Exchange Securities for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Securities, in each case upon a Company Order. Such
order shall specify the

<PAGE>

                                                                               6

amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and, in the case of any issuance of
Additional Securities pursuant to Section 2.13 of the Indenture, shall certify
that such issuance is in compliance with Section 4.03 of the Indenture.

         2.3      Transfer and Exchange.

                  (a)      Transfer and Exchange of Definitive Securities. When
Definitive Securities are presented to the Registrar or a co-registrar with a
request:

                  (x)      to register the transfer of such Definitive
         Securities; or

                  (y)      to exchange such Definitive Securities for an equal
         principal amount of Definitive Securities of other authorized
         denominations,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Securities surrendered for transfer or
exchange:

                  (i)      shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the Company
         and the Registrar or co-registrar, duly executed by the Holder thereof
         or its attorney duly authorized in writing; and

                  (ii)     if such Definitive Securities are required to bear a
         restricted securities legend, they are being transferred or exchanged
         pursuant to an effective registration statement under the Securities
         Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C)
         below, and are accompanied by the following additional information and
         documents, as applicable:

                           (A)      if such Definitive Securities are being
                  delivered to the Registrar by a Holder for registration in the
                  name of such Holder, without transfer, a certification from
                  such Holder to that effect; or

                           (B)      if such Definitive Securities are being
                  transferred to the Company, a certification to that effect; or

<PAGE>

                                                                               7


                           (C)      if such Definitive Securities are being
                  transferred (x) pursuant to an exemption from registration
                  in accordance with Rule 144A, Regulation S or Rule 144
                  under the Securities Act,; or (y) in reliance upon another
                  exemption from the requirements of the Securities Act: (i)
                  a certification to that effect (in the form set forth on
                  the reverse of the Security) and (ii) if the Company so
                  requests, an opinion of counsel or other evidence
                  reasonably satisfactory to it as to the compliance with the
                  restrictions set forth in the legend set forth in Section
                  2.3(e)(i).

                  (b)      Restrictions on Transfer of a Definitive Security for
a Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Rule 144A Global Security or a
Permanent Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by appropriate instruments of transfer,
in form satisfactory to the Trustee, together with:

                  (i)      certification, in the form set forth on the reverse
         of the Security, that such Definitive Security is either (A) being
         transferred to a QIB in accordance with Rule 144A or (B) is being
         transferred after expiration of the Distribution Compliance Period by a
         Person who initially purchased such Security in reliance on Regulation
         S to a buyer who elects to hold its interest in such Security in the
         form of a beneficial interest in the Permanent Regulation S Global
         Security; and

                  (ii)     written instructions directing the Trustee to make,
         or to direct the Securities Custodian to make, an adjustment on its
         books and records with respect to such Rule 144A Global Security (in
         the case of a transfer pursuant to clause (b)(i)(A)) or Permanent
         Regulation S Global Security (in the case of a transfer pursuant to
         clause (b)(i)(B)) to reflect an increase in the aggregate principal
         amount of the Securities represented by the Rule 144A Global Security
         or Permanent Regulation S Global Security, as applicable, such
         instructions to contain information regarding the Depository account to
         be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures

<PAGE>

                                                                               8

existing between the Depository and the Securities Custodian, the aggregate
principal amount of Securities represented by the Rule 144A Global Security or
Permanent Regulation S Global Security, as applicable, to be increased by the
aggregate principal amount of the Definitive Security to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or Permanent
Regulation S Global Security, as applicable, equal to the principal amount of
the Definitive Security so cancelled. If no Rule 144A Global Securities or
Permanent Regulation S Global Securities, as applicable, are then outstanding,
the Company shall issue and the Trustee shall authenticate, upon written order
of the Company in the form of an Officers' Certificate of the Company, a new
Rule 144A Global Security or Permanent Regulation S Global Security, as
applicable, in the appropriate principal amount.

                  (c)      Transfer and Exchange of Global Securities. (i)  The
transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depository, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depository therefor. A transferor of a beneficial interest in a Global
Security shall deliver to the Registrar a written order given in accordance with
the Depository's procedures containing information regarding the participant
account of the Depository to be credited with a beneficial interest in the
Global Security. The Registrar shall, in accordance with such instructions,
instruct the Depository to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global
Security being transferred.

                  (ii)     If the proposed transfer is a transfer of a
         beneficial interest in one Global Security to a beneficial interest in
         another Global Security, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the Global
         Security to which such interest is being transferred in an amount equal
         to the principal amount of the interest to be so transferred, and the
         Registrar shall reflect on its books and records the date and a
         corresponding decrease in the principal amount of the Global Security
         from which such interest is being transferred.

                  (iii)    Notwithstanding any other provisions of this Appendix
         (other than the provisions set

<PAGE>

                                                                               9

         forth in Section 2.4), a Global Security may not be transferred as a
         whole except by the Depository to a nominee of the Depository or by a
         nominee of the Depository to the Depository or another nominee of the
         Depository or by the Depository or any such nominee to a successor
         Depository or a nominee of such successor Depository.

                  (iv)     In the event that a Global Security is exchanged for
         Definitive Securities pursuant to Section 2.4 of this Appendix, prior
         to the consummation of a Registered Exchange Offer or the
         effectiveness of a Shelf Registration Statement with respect to such
         Securities, such Securities may be exchanged only in accordance with
         such procedures as are substantially consistent with the provisions
         of this Section 2.3 (including the certification requirements set
         forth on the reverse of the Initial Securities intended to ensure
         that such transfers comply with Rule 144A or Regulation S, as the
         case may be) and such other procedures as may from time to time be
         adopted by the Company.

                  (d)      Restrictions on Transfer of Temporary Regulation S
Global Securities. During the Distribution Compliance Period, beneficial
ownership interests in Temporary Regulation S Global Securities may only be
sold, pledged or transferred through Euroclear or Clearstream in accordance with
the Applicable Procedures and only (i) to the Company, (ii) so long as such
Security is eligible for resale pursuant to Rule 144A, to a Person whom the
selling holder reasonably believes is a QIB that purchases for its own account
or for the account of a QIB to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, (iii) in an offshore
transaction in accordance with Regulation S, (iv) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under
the Securities Act or (v) pursuant to an effective registration statement under
the Securities Act, in each case in accordance with any applicable securities
laws of any state of the United States.

                  (e)      Legend.

                  (i)      Except as permitted by the following paragraphs (ii),
         (iii) and (iv), each Security certificate evidencing the Global
         Securities (and all Securities issued in exchange therefor or in
         substitution thereof) shall bear a legend in substantially the
         following form:

<PAGE>

                                                                              10

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

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD,
                  PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
                  STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
                  UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES
                  IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
                  UNDER THE SECURITIES ACT, (III) PURSUANT TO EXEMPTION FROM
                  REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
                  THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
                  CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER
                  JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
                  HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
                  SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
                  (A) ABOVE.

Each Definitive Security will also bear the following additional legend:

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
                  INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
                  CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
                  RESTRICTIONS.

                  (ii)     Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Security) pursuant to Rule 144 under the Securities Act, the
         Registrar shall permit the transferee thereof to exchange such Transfer
         Restricted Security for a certificated Security that does not bear the
         legend set forth above and rescind

<PAGE>

                                                                              11

         any restriction on the transfer of such Transfer Restricted Security,
         if the transferor thereof certifies in writing to the Registrar that
         such sale or transfer was made in reliance on Rule 144 (such
         certification to be in the form set forth on the reverse of the
         Security).

                  (iii)    After a transfer of any Initial Securities or Private
         Exchange Securities pursuant to and during the period of the
         effectiveness of a Shelf Registration Statement with respect to such
         Initial Securities or Private Exchange Securities, as the case may
         be, all requirements pertaining to legends relating to the
         restrictions on transfer relating to the Securities Act on such
         Initial Security or such Private Exchange Security will cease to
         apply, the requirements requiring any such Initial Security or such
         Private Exchange Security issued to certain Holders be issued in
         global form will cease to apply, and a certificated Initial Security
         or Private Exchange Security or an Initial Security or Private
         Exchange Security in global form, in each case without restrictive
         transfer legends, will be available to the transferee of the Holder
         of such Initial Securities or Private Exchange Securities upon
         exchange of such transferring Holder's certificated Initial Security
         or Private Exchange Security or appropriate directions to transfer
         such Holder's interest in the Global Security, as applicable.

                  (iv)     Upon the consummation of a Registered Exchange Offer
         with respect to the Initial Securities, all requirements pertaining to
         such Initial Securities that Initial Securities issued to certain
         Holders be issued in global form will still apply with respect to
         Holders of such Initial Securities that do not exchange their Initial
         Securities, and Exchange Securities in certificated or global form, in
         each case without the restrictive securities legend relating to the
         restrictions on transfer relating to the Securities Act set forth in
         Exhibit 1 hereto will be available to Holders that exchange such
         Initial Securities in such Registered Exchange Offer.

                  (v)      Upon the consummation of a Private Exchange with
         respect to the Initial Securities, all requirements pertaining to
         such Initial Securities that Initial Securities issued to certain
         Holders be issued in global form will still apply with respect to
         Holders of such Initial Securities that do not exchange their Initial
         Securities, and Private Exchange Securities in

<PAGE>

                                                                              12

         global form with the global securities legend and the Restricted
         Securities Legend set forth in Exhibit 1 hereto will be available to
         Holders that exchange such Initial Securities in such Private
         Exchange.

                  (f)      Cancellation or Adjustment of Global Security. At
such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such
Global Security shall be returned to the Depository for cancellation or retained
and canceled by the Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for certificated
Securities, redeemed, purchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

                  (g)      Obligations with Respect to Transfers and Exchanges
of Securities.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Definitive
         Securities and Global Securities at the Registrar's or co-registrar's
         request.

                  (ii)     No service charge shall be made for any registration
         of transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.09 and
         9.05 of the Indenture).

                  (iii)    The Registrar or co-registrar shall not be required
         to register the transfer of or exchange of (a) any Definitive Security
         selected for redemption in whole or in part pursuant to Article 3 of
         this Indenture, except the unredeemed portion of any Definitive
         Security being redeemed in part, or (b) any Security for a period
         beginning 15 Business Days before the mailing of a notice of an offer
         to repurchase or redeem Securities or 15 Business Days before an
         interest payment date.

<PAGE>

                                                                              13

                  (iv)     Prior to the due presentation for registration of
         transfer of any Security, the Company, the Trustee, the Paying Agent,
         the Registrar or any co-registrar may deem and treat the person in
         whose name a Security is registered as the absolute owner of such
         Security for the purpose of receiving payment of principal of and
         interest on such Security and for all other purposes whatsoever,
         whether or not such Security is overdue, and none of the Company, the
         Trustee, the Paying Agent, the Registrar or any co-registrar shall be
         affected by notice to the contrary.

                  (v)      All Securities issued upon any transfer or exchange
         pursuant to the terms of this Indenture shall evidence the same debt
         and shall be entitled to the same benefits under this Indenture as the
         Securities surrendered upon such transfer or exchange.

                  (h)      No Obligation of the Trustee.

                  (i)      The Trustee shall have no responsibility or
         obligation to any beneficial owner of a Global Security, a member of,
         or a participant in the Depository or other Person with respect to
         the accuracy of the records of the Depository or its nominee or of
         any participant or member thereof, with respect to any ownership
         interest in the Securities or with respect to the delivery to any
         participant, member, beneficial owner or other Person (other than the
         Depository) of any notice (including any notice of redemption) or the
         payment of any amount, under or with respect to such Securities. All
         notices and communications to be given to the Holders and all
         payments to be made to Holders under the Securities shall be given or
         made only to or upon the order of the registered Holders (which shall
         be the Depository or its nominee in the case of a Global Security).
         The rights of beneficial owners in any Global Security shall be
         exercised only through the Depository subject to the applicable rules
         and procedures of the Depository. The Trustee may rely and shall be
         fully protected in relying upon information furnished by the
         Depository with respect to its members, participants and any
         beneficial owners.

                  (ii)     The Trustee shall have no obligation or duty to
         monitor, determine or inquire as to compliance with any restrictions on
         transfer imposed under this Indenture or under applicable law with
         respect to any transfer of any interest in any Security (including any
         transfers between or among Depository participants, members or
         beneficial owners in any Global Security)

<PAGE>

                                                                              14

         other than to require delivery of such certificates and other
         documentation or evidence as are expressly required by, and to do so
         if and when expressly required by, the terms of this Indenture, and
         to examine the same to determine substantial compliance as to form
         with the express requirements hereof.

         2.4      Certificated Securities.

                  (a)      A Global Security deposited with the Depository or
with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of
Definitive Securities in an aggregate principal amount equal to the principal
amount of such Global Security, in exchange for such Global Security, only if
such transfer complies with Section 2.3 hereof and (i) the Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Security and the Depository fails to appoint a successor depositary or if
at any time such Depository ceases to be a "clearing agency" registered under
the Exchange Act and, in either case, a successor depositary is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
Definitive Securities under this Indenture.

                  (b)      Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section shall be surrendered by the
Depository to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall upon receipt of a Company Order
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations. Any portion of a Global Security transferred pursuant
to this Section shall be executed, authenticated and delivered only in
denominations of $1,000 principal amount and any integral multiple thereof and
registered in such names as the Depository shall direct. Any Definitive Security
delivered in exchange for an interest in the Transfer Restricted Security shall,
except as otherwise provided by Section 2.3(e) hereof, bear the restricted
securities legend set forth in Exhibit 1 hereto.

                  (c)      Subject to the provisions of Section 2.4(b) hereof,
the registered Holder of a Global Security shall be entitled to grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a

<PAGE>

                                                                              15

Holder is entitled to take under this Indenture or the Securities.

                  (d)      In the event of the occurrence of one of the events
specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully
registered form without interest coupons.

<PAGE>

                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER
THE CLOSING OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED
STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS
MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

                         [Restricted Securities Legend]

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

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE

<PAGE>

                                                                               2

COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT
OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                 [Temporary Regulation S Global Security Legend]

                  EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR
INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY
REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT
CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF
THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE
903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON
CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH
BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO
PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD,
BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY
MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.V., AS
OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND
ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

<PAGE>

                                                                               3

                  BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF
(1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN
COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL
SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL
SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A,
(B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES AND OTHER JURISDICTIONS.

                  BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE
INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK
S.A./N.V. OR CLEARSTREAM BANKING, SOCIETE ANONYME.

                         [Definitive Securities Legend]

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.

<PAGE>

                                                                               4

                                                         CUSIP No. _____________
                                                          ISIN No. _____________

No. ______________                                                 $ ___________

                    10 3/4% Senior Subordinated Note Due 2013

                    AMI Semiconductor, Inc., a Delaware corporation, promises to
pay to Cede &Co., or registered assigns, the principal sum of________ Dollars on
February 1, 2013.

                    Interest Payment Dates: February 1 and August 1.

                    Record Dates: January 15 and July 15.

                    Additional provisions of this Security are set forth on the
other side of this Security.

Dated: January 29, 2003

                             AMI SEMICONDUCTOR, INC.

                              by
                                 ___________________
                                 Name:
                                 Title:

                                 ___________________
                                 Name:
                                 Title:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

J.P. MORGAN TRUST COMPANY, N.A.

  as Trustee, certifies
       that this is one of
       the Securities referred
       to in the Indenture.

 by_____________________________
       Authorized Signatory

<PAGE>

                                                                               5

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                    10 3/4% Senior Subordinated Note Due 2013

1.       Interest

                  AMI Semiconductor, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each 90
consecutive day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 1.00% per annum) from
and including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually on February 1 and August 1 of each year,
commencing August 1, 2003. Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from January 29, 2003. Interest on overdue principal will be paid by the Company
at 1% per annum in excess of the rate shown above and the Company will pay
interest on overdue installments of interest at such higher 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 Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the January 15 or July 15 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium, if any, and

<PAGE>

                                                                               6

interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a certificated Security (including principal, premium, if
any, and interest) by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on a certificated Security will be
made by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.       Paying Agent and Registrar

                  Initially, J.P. Morgan Trust Company, N.A. (the "Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any
Wholly Owned Subsidiary may act as Paying Agent, Registrar or co-registrar.

4.       Indenture

                  The Company issued the Securities under an Indenture dated as
of January 29, 2003 ("Indenture"), among the Company, Holdings, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

                  The Securities are general unsecured obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13
of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture. The Indenture contains covenants that limit the ability of
the Company and its subsidiaries to incur

<PAGE>

                                                                               7

additional indebtedness; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; issue or sell capital stock of
subsidiaries; engage in transactions with affiliates; transfer or sell assets;
guarantee indebtedness; restrict dividends or other payments of subsidiaries;
consolidate, merge or transfer all or substantially all of its assets and the
assets of its subsidiaries. These covenants are subject to important exceptions
and qualifications.

5.       Optional Redemption

                  Except as set forth below, the Company shall not be entitled
to redeem the Securities prior to February 1, 2008.

                  On and after February 1, 2008, the Company shall be entitled
at its option to redeem all or a portion of the Securities upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed in
percentages of principal amount on the redemption date), plus accrued interest
to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), if redeemed during the 12-month period commencing on February 1 of the
years set forth below:

<TABLE>
<CAPTION>
                                        REDEMPTION
      PERIOD                              PRICE
      ------                            ----------
<S>                                     <C>
2008                                     105.375%
2009                                     103.583%
2010                                     101.792%
2011 and thereafter                      100.000%
</TABLE>

                  Prior to February 1, 2006, the Company may at its option on
one or more occasions redeem Securities (which includes Additional Securities,
if any) in an aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Securities (which includes Additional Securities, if
any) originally issued at a redemption price (expressed as a percentage of
principal amount) of 110.75%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Equity Offerings; provided,
however, that

                  (1)      at least 65% of such aggregate principal amount of
         Securities (which includes Additional Securities, if any) remains
         outstanding immediately after the occurrence of each such redemption
         (other

<PAGE>

                                                                               8

         than Securities held, directly or indirectly, by the Company or its
         Affiliates); and

                  (2)      each such redemption occurs within 90 days after the
         date of the related Equity Offering.

6.       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 of Securities to be
redeemed at its registered address. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued interest
on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption.

7.       Put Provisions

                  Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a purchase price equal to 101% of the principal amount of the
Securities to be repurchased on the date of purchase plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) as provided in, and subject to the terms of, the
Indenture.

8.       Subordination

                  The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness of the Company must be paid in full in cash before the
Securities may be paid. The Company agrees, and each Securityholder by accepting
a Security agrees, to the subordination provisions contained in the Indenture
and authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.

9.       Guaranties

<PAGE>

                                                                               9

                  The payment by the Company of the principal of, and premium
and interest on, the Securities is fully and unconditionally guaranteed on a
joint and several senior subordinated basis by Holdings and each of the
Subsidiary Guarantors on the terms set forth in the Indenture.

10.      Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities for a period of 15 Business Days before a selection of
Securities to be redeemed or 15 Business Days before an interest payment date.

11.      Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

12.      Unclaimed Money

                  If money for the payment of principal, premium (if any) or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.

13.      Discharge and Defeasance

                  Subject to certain conditions, the Company at any time shall
be entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

<PAGE>

                                                                              10

14.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company, Holdings, the Subsidiary
Guarantors and the Trustee shall be entitled to amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
provide for the assumption by a successor corporation of the obligations of the
Company, Holdings or any Subsidiary Guarantor, or to provide for the appointment
of a successor Trustee, or to provide for uncertificated Securities in addition
to or in place of certificated Securities, or to add guarantees with respect to
the Securities, including Subsidiary Guaranties, or to secure the Securities, or
to add additional covenants or surrender rights and powers conferred on the
Company, Holdings or the Subsidiary Guarantors, or to comply with any
requirement of the SEC in connection with qualifying the Indenture under the
Act, or to make any change that does not materially and adversely affect the
rights of any Securityholder.

15.      Defaults and Remedies

                  Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon acceleration or otherwise, or failure by the Company to
redeem or purchase Securities when required; (iii) failure by the Company or
Holdings to comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) acceleration or failure
to pay within any grace period after final maturity of other Indebtedness of the
Company, or any Significant Subsidiary if the amount accelerated or so unpaid
exceeds $10.0 million; (v) certain events of bankruptcy or insolvency with
respect to the Company, the Subsidiary Guarantors and the Significant
Subsidiaries; (vi) certain judgments or decrees for the payment of money in
excess of $10.0 million and (vii) certain defaults with respect to Securities
Guaranties. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in

<PAGE>

                                                                              11

principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

                  Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if it
determines that withholding notice is in the interest of the Holders.

16.      Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.      No Recourse Against Others

                  A director, officer, employee, stockholder, incorporator or
member, as such, of the Company, Holdings, or any Subsidiary Guarantor shall not
have any liability for any obligations of the Company, Holdings or any
Subsidiary Guarantor under the Securities, Holdings Guarantee, any Subsidiary
Guarantee, or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

18.      Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

<PAGE>

                                                                              12

19.      Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

20.      CUSIP Numbers.

                  The Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

21.      Holders' Compliance with Registration Rights Agreement.

                  Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

22.      Governing Law.

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                  AMI SEMICONDUCTOR, INC.
                  2300 BUCKSKIN ROAD
                  POCATELLO, IDAHO 83201
                  ATTENTION: SECRETARY

<PAGE>

                                                                              13

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

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

         (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                 agent to transfer this Security 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 other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)      [ ]      to the Company; or

         (2)      [ ]      pursuant to an effective registration statement under
                           the United States Securities Act of 1933; or

         (3)      [ ]      inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the United States Securities Act of 1933) that
                           purchases for its own account or

<PAGE>

                                                                              14

                           for the account of a qualified institutional buyer to
                           whom notice is given that such transfer is being made
                           in reliance on Rule 144A, in each case pursuant to
                           and in compliance with Rule 144A under the United
                           States Securities Act of 1933; or

         (4)      [ ]      outside the United States in an offshore
                           transaction within the meaning of Regulation S under
                           the United States Securities Act in compliance with
                           Rule 904 under the United States Securities Act of
                           1933; or

         (5)      [ ]      pursuant to the exemption from registration provided
                           by Rule 144 under the United States Securities Act of
                           1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
         any of the Securities evidenced by this certificate in the name of any
         person other than the registered holder thereof; provided, however,
         that if box (4) or (5) is checked, the Trustee shall be entitled to
         require, prior to registering any such transfer of the Securities, such
         legal opinions, certifications and other information as the Company has
         reasonably requested to confirm that such transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the United States Securities Act of 1933,
         such as the exemption provided by Rule 144 under such Act.

                                            ____________________________________
                                             Signature

Signature Guarantee:
____________________________                ____________________________________
Signature must be guaranteed                Signature

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.

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

<PAGE>

                                                                              15

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the United
States Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated: ________________                           ______________________________
                                                  NOTICE: To be executed by
                                                          an executive officer

<PAGE>

                                                                              16

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
                         Amount of decrease     Amount of increase     Principal amount of    Signature of
                         in Principal amount    in Principal amount    this Global Security   authorized officer
Date of                  of this Global         of this Global         following such         of Trustee or
Exchange                 Security               Security               decrease or increase)  Securities Custodian
<S>                      <C>                    <C>                    <C>                    <C>
</TABLE>

<PAGE>

                                                                              17

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

                                      [ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture,
state the amount in principal amount: $________________.

Date: _______________              Your Signature:______________________________
                                                     (Sign exactly as your
                                                     name appears on the other
                                                     side of this Security.)

Signature Guarantee: _____________________________________________________
                                   (Signature must be guaranteed)

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.

<PAGE>

                                                                       EXHIBIT A

                        FORM OF FACE OF EXCHANGE SECURITY
                        OR PRIVATE EXCHANGE SECURITY */**/

--------------------
*/  If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".

**/ If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the
Assignment Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.

<PAGE>

                                                                               2

                                                        CUSIP No._______________
                                                         ISIN No._______________

No._________________                                            $ ______________

                  10 3/4% Senior Subordinated Note Due 2013

                  AMI Semiconductor, Inc., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $ __________
Dollars on February 1, 2013.

                  Interest Payment Dates: February 1 and August 1.

                  Record Dates: January 15 and July 15.

                  Additional provisions of this Security are set forth on the
other side of this Security.

Dated:

                                        AMI SEMICONDUCTOR, INC.

                                          by
                                             ___________________________________
                                             Name:
                                             Title:

                                             ___________________________________
                                             Name:
                                             Title:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

J.P. MORGAN TRUST COMPANY, N.A.

  as Trustee, certifies
       that this is one of
       the Securities referred
       to in the Indenture.

by
   ______________________________
       Authorized Signatory

<PAGE>

                                                                               3

                    FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                          OR PRIVATE EXCHANGE SECURITY

                    10 3/4% Senior Subordinated Note Due 2013

1.       Interest

                  AMI Semiconductor, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above[; PROVIDED,
HOWEVER, THAT IF A REGISTRATION DEFAULT (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) OCCURS, ADDITIONAL INTEREST WILL ACCRUE ON THIS SECURITY AT A RATE OF
0.50% PER ANNUM (INCREASING BY AN ADDITIONAL 0.50% PER ANNUM AFTER EACH
CONSECUTIVE 90-DAY PERIOD THAT OCCURS AFTER THE DATE ON WHICH SUCH REGISTRATION
DEFAULT OCCURS UP TO A MAXIMUM ADDITIONAL INTEREST RATE OF 1.00% PER ANNUM) FROM
AND INCLUDING THE DATE ON WHICH ANY SUCH REGISTRATION DEFAULT SHALL OCCUR TO BUT
EXCLUDING THE DATE ON WHICH ALL REGISTRATION DEFAULTS HAVE BEEN CURED.](1) The
Company will pay interest semiannually on February 1 and August 1 of each year,
commencing February 1, 2003. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from June 21, 2002. Interest on overdue principal will be paid by the
Company at 1% per annum in excess of the rate shown above and the Company will
pay interest on overdue installments of interest at such higher 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 Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the January 15 or July 15 next preceding the interest
payment date even if Securities are canceled after the

-------------------
1.       Insert if at the date of issuance of the Exchange Security or Private
Exchange Security (as the case may be) any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.

<PAGE>

                                                                               4

record date and on or before the interest payment date. Holders mustsurrender
Securities to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
the Securities represented by a Global Security (including principal, premium,
if any, and interest) will be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company. The Company
will make all payments in respect of a certificated Security (including
principal, premium, if any, and interest) by mailing a check to the registered
address of each Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3.       Paying Agent and Registrar

                  Initially, J.P. Morgan Trust Company, N.A. (the "Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any
Wholly Owned Subsidiary may act as Paying Agent, Registrar or co-registrar.

4.       Indenture

                  The Company issued the Securities under an Indenture dated as
of January 29, 2003 ("Indenture"), among the Company, Holdings, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

                  The Securities are general unsecured obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue

<PAGE>

                                                                               5

Additional Securities pursuant to Section 2.13 of the Indenture. The Initial
Securities issued on the Issue Date, any Additional Securities and all Exchange
Securities or Private Exchange Securities issued in exchange therefor will be
treated as a single class for all purposes under the Indenture. The Indenture
contains covenants that limit the ability of the Company and its subsidiaries to
incur additional indebtedness; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; issue or sell capital stock of
subsidiaries; engage in transactions with affiliates; transfer or sell assets;
guarantee indebtedness; restrict dividends or other payments of subsidiaries;
consolidate, merge or transfer all or substantially all of its assets and the
assets of its subsidiaries. These covenants are subject to important exceptions
and qualifications.

5.       Optional Redemption

                  Except as set forth below, the Company shall not be entitled
to redeem the Securities prior to February 1, 2008.

                  On and after February 1, 2008, the Company shall be entitled
at its option to redeem all or a portion of the Securities upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed in
percentages of principal amount on the redemption date), plus accrued interest
to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), if redeemed during the 12-month period commencing on February 1 of the
years set forth below:

<TABLE>
<CAPTION>
                                                           Redemption
     Period                                                  Price
     ------                                                ----------
<S>                                                        <C>
2008                                                        105.375%
2009                                                        103.583%
2010                                                        101.792%
2011 and thereafter                                         100.000%
</TABLE>

                  Prior to February 1, 2006, the Company may at its option on
one or more occasions redeem Securities (which includes Additional Securities,
if any) in an aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Securities (which includes Additional Securities, if
any) originally issued at a redemption price (expressed as a percentage of
principal amount) of 110.75%, plus accrued and unpaid interest to the

<PAGE>

                                                                               6

redemption date, with the net cash proceeds from one or more Equity Offerings;
provided, however, that

                  (1)      at least 65% of such aggregate principal amount of
         Securities (which includes Additional Securities, if any) remains
         outstanding immediately after the occurrence of each such redemption
         (other than Securities held, directly or indirectly, by the Company or
         its Affiliates); and

                  (2)      each such redemption occurs within 90 days after the
         date of the related Equity Offering.

6.       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 of Securities to be
redeemed at its registered address. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued interest
on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption.

7.       Put Provisions

                  Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a purchase price equal to 101% of the principal amount of the
Securities to be repurchased on the date of purchase plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) as provided in, and subject to the terms of, the
Indenture.

8.       Subordination

                  The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness of the Company must be paid in full in cash before the
Securities may be paid. The Company agrees, and each Securityholder by accepting
a Security agrees, to the

<PAGE>

                                                                               7

subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

9.       Guaranties

                  The payment by the Company of the principal of, and premium
and interest on, the Securities is fully and unconditionally guaranteed on a
joint and several senior subordinated basis by Holdings and each of the
Subsidiary Guarantors on the terms set forth in the Indenture.

10.      Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities for a period of 15 Business Days before a selection of
Securities to be redeemed or 15 Business Days before an interest payment date.

11.      Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

12.      Unclaimed Money

                  If money for the payment of principal, premium (if any) or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.

<PAGE>

                                                                               8

13.      Discharge and Defeasance

                  Subject to certain conditions, the Company at any time shall
be entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

14.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company, the Subsidiary
Guarantors and the Trustee shall be entitled to amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
provide for the assumption by a successor corporation of the obligations of the
Company, Holdings, or any Subsidiary Guarantor, or to provide for the
appointment of a successor Trustee, or to provide for uncertificated Securities
in addition to or in place of certificated Securities, or to add guarantees with
respect to the Securities, including Subsidiary Guaranties, or to secure the
Securities, or to add additional covenants or surrender rights and powers
conferred on the Company, Holdings or the Subsidiary Guarantors, or to comply
with any requirement of the SEC in connection with qualifying the Indenture
under the Act, or to make any change that does not materially and adversely
affect the rights of any Securityholder.

15.      Defaults and Remedies

                  Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon acceleration or otherwise, or failure by the Company to
redeem or purchase Securities when required; (iii) failure by the Company or
Holdings to comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) acceleration or failure
to pay within any

<PAGE>

                                                                               9

grace period after final maturity of other Indebtedness of the Company or any
Significant Subsidiary if the amount accelerated or so unpaid exceeds $10.0
million; (v) certain events of bankruptcy or insolvency with respect to the
Company, the Subsidiary Guarantors and the Significant Subsidiaries; (vi)
certain judgments or decrees for the payment of money in excess of $10.0 million
and (vii) certain defaults with respect to Securities Guaranties. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

                  Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if it
determines that withholding notice is in the interest of the Holders.

16.      Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.      No Recourse Against Others

                  A director, officer, employee, stockholder, incorporator, or
member, as such, of the Company, Holdings, or any Subsidiary Guarantor shall not
have any liability for any obligations of the Company, Holdings, or any
Subsidiary Guarantor under the Securities, Holdings Guarantee, any Subsidiary
Guarantee, or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The

<PAGE>

                                                                              10

waiver and release are part of the consideration for the issue of the
Securities.

18.      Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.      Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

20.      CUSIP Numbers.

                  The Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

[21.     Holders' Compliance with Registration Rights Agreement.

                  Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.](2)

---------------------
2.       Delete if this Security is not being issued in exchange for an Initial
Security.

<PAGE>

                                                                              11

22.      Governing Law.

<PAGE>

                                                                              12

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                  AMI SEMICONDUCTOR, INC.
                  2300 BUCKSKIN ROAD
                  POCATELLO, IDAHO 83201
                  ATTENTION: SECRETARY

<PAGE>

                                                                              13

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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

         (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint             agent to transfer this Security 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 other side of this Security.

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

                                       [ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture,
state the amount in principal amount: $________________.

Date: _______________              Your Signature:______________________________
                                                     (Sign exactly as your
                                                     name appears on the other
                                                     side of this Security.)

Signature Guarantee: ______________________________________________________
                                   (Signature must be guaranteed)

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.