<PAGE>

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

                            THE BRICKMAN GROUP, LTD.
                                   as Issuer,

                           The GUARANTORS named herein

                                       and

                           BANK ONE, N.A., as Trustee

                                   ----------

                                    INDENTURE

                          Dated as of December 20, 2002

                                   ----------

                                  $150,000,000

              11 3/4% Senior Subordinated Notes due 2009, Series A
              11 3/4% Senior Subordinated Notes due 2009, Series B

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

<PAGE>

                              CROSS-REFERENCE TABLE

  TIA                                                                Indenture
Section                                                               Section
-------                                                             ------------

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)...........................................................   7.06
   (c)...........................................................   7.06; 13.02
   (d)...........................................................   7.06
314(a)...........................................................   4.02; 13.02
   (b)...........................................................   N.A.
   (c)(1)........................................................   13.04; 13.05
   (c)(2)........................................................   13.04; 13.05
   (c)(3)........................................................   N.A.
   (d)...........................................................   N.A.
   (e)...........................................................   13.05
   (f)...........................................................   N.A.
315(a)...........................................................   7.01; 7.02
   (b)...........................................................   7.05; 13.02
   (c)...........................................................   7.01
   (d)...........................................................   7.01; 7.02
   (e)...........................................................   6.11
316(a) (last sentence)...........................................   2.09
   (a)(1)(A).....................................................   6.05
   (a)(1)(B).....................................................   6.04
   (a)(2)........................................................   8.02
   (b)...........................................................   6.07
   (c)...........................................................   8.04
317(a)(1)........................................................   6.08
   (a)(2)........................................................   6.09
   (b)...........................................................   2.04
318(a)...........................................................   13.01

                            N.A. means Not Applicable

--------------------
NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of this Indenture.

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                                TABLE OF CONTENTS

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                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                                                                                         <C>
Section 1.01.    Definitions.................................................................................1
Section 1.02.    Other Definitions..........................................................................25
Section 1.03.    Incorporation by Reference of Trust Indenture Act..........................................25
Section 1.04.    Rules of Construction......................................................................26

                                    ARTICLE 2

                                    THE NOTES

Section 2.01.    Form and Dating............................................................................26
Section 2.02.    Execution and Authentication...............................................................27
Section 2.03.    Registrar and Paying Agent.................................................................28
Section 2.04.    Paying Agent to Hold Assets in Trust.......................................................28
Section 2.05.    Noteholder Lists...........................................................................28
Section 2.06.    Transfer and Exchange......................................................................28
Section 2.07.    Replacement Notes..........................................................................29
Section 2.08.    Outstanding Notes..........................................................................29
Section 2.09.    Treasury Notes.............................................................................30
Section 2.10.    Temporary Notes............................................................................30
Section 2.11.    Cancellation...............................................................................30
Section 2.12.    Defaulted Interest.........................................................................30
Section 2.13.    Deposit of Moneys..........................................................................31
Section 2.14.    CUSIP Number...............................................................................31
Section 2.15.    Book-Entry Provisions for Global Notes.....................................................31
Section 2.16.    Registration of Transfers and Exchanges....................................................32
Section 2.17.    Restrictive Legends........................................................................36

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01.    Notices to Trustee.........................................................................37
Section 3.02.    Selection of Notes to Be Redeemed..........................................................37
Section 3.03.    Notice of Redemption.......................................................................37
Section 3.04.    Effect of Notice of Redemption.............................................................38
Section 3.05.    Deposit of Redemption Price................................................................38
Section 3.06.    Notes Redeemed in Part.....................................................................39

                                    ARTICLE 4

                                    COVENANTS

Section 4.01.    Payment of Notes...........................................................................39
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Section 4.02.    Provision of Financial Statements and Other Information....................................39
Section 4.03.    Waiver of Stay, Extension or Usury Laws....................................................40
Section 4.04.    Compliance Certificate; Notice of Default; Tax Information.................................40
Section 4.05.    Payment of Taxes and Other Claims..........................................................41
Section 4.06.    Corporate Existence........................................................................41
Section 4.07.    Maintenance of Office or Agency............................................................41
Section 4.08.    Compliance with Laws.......................................................................42
Section 4.09.    Maintenance of Properties and Insurance....................................................42
Section 4.10.    Limitation on Additional Indebtedness......................................................42
Section 4.11.    Limitation on Restricted Payments..........................................................43
Section 4.12.    Limitation on Other Senior Subordinated Indebtedness.......................................45
Section 4.13.    Limitation on Certain Asset Sales..........................................................46
Section 4.14.    Limitation on Transactions with Affiliates.................................................48
Section 4.15.    Limitation on Liens........................................................................50
Section 4.16.    Change of Control..........................................................................50
Section 4.17.    Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries....52
Section 4.18.    Limitation on Conduct of Business..........................................................53
Section 4.19.    Limitation on Preferred Stock of Restricted Subsidiaries...................................53
Section 4.20.    Additional Subsidiary Guarantors...........................................................53
Section 4.21.    Limitation on Sale and Lease-Back Transactions.............................................54
Section 4.22.    Payments for Consent.......................................................................54

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.01.    Limitation on Consolidation, Merger and Sale of Assets.....................................54
Section 5.02.    Successor Person Substituted...............................................................55

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01.    Events of Default..........................................................................55
Section 6.02.    Acceleration...............................................................................57
Section 6.03.    Other Remedies.............................................................................57
Section 6.04.    Waiver of Past Defaults and Events of Default..............................................58
Section 6.05.    Control by Majority........................................................................58
Section 6.06.    Limitation on Suits........................................................................58
Section 6.07.    Rights of Holders to Receive Payment.......................................................59
Section 6.08.    Collection Suit by Trustee.................................................................59
Section 6.09.    Trustee May File Proofs of Claim...........................................................59
Section 6.10.    Priorities.................................................................................59
Section 6.11.    Undertaking for Costs......................................................................60
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                                      -ii-

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                                    ARTICLE 7

                                     TRUSTEE
<S>                                                                                                         <C>
Section 7.01.    Duties of Trustee..........................................................................60
Section 7.02.    Rights of Trustee..........................................................................61
Section 7.03.    Individual Rights of Trustee...............................................................62
Section 7.04.    Trustee's Disclaimer.......................................................................62
Section 7.05.    Notice of Defaults.........................................................................62
Section 7.06.    Reports by Trustee to Holders..............................................................62
Section 7.07.    Compensation and Indemnity.................................................................63
Section 7.08.    Replacement of Trustee.....................................................................63
Section 7.09.    Successor Trustee by Consolidation, Merger or Conversion...................................64
Section 7.10.    Eligibility; Disqualification..............................................................64
Section 7.11.    Preferential Collection of Claims Against Company..........................................64

                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.    Without Consent of Holders.................................................................65
Section 8.02.    With Consent of Holders....................................................................65
Section 8.03.    Compliance with TIA........................................................................67
Section 8.04.    Revocation and Effect of Consents..........................................................67
Section 8.05.    Notation on or Exchange of Notes...........................................................67
Section 8.06.    Trustee to Sign Amendments, etc............................................................67

                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.    Satisfaction and Discharge of Indenture....................................................68
Section 9.02.    Legal Defeasance...........................................................................69
Section 9.03.    Covenant Defeasance........................................................................69
Section 9.04.    Conditions to Legal Defeasance or Covenant Defeasance......................................70
Section 9.05.    Application of Trust Money.................................................................71
Section 9.06.    Repayment to the Company...................................................................72
Section 9.07.    Reinstatement..............................................................................72

                                   ARTICLE 10

                                    GUARANTEE

Section 10.01.   Unconditional Guarantee....................................................................72
Section 10.02.   Severability...............................................................................73
Section 10.03.   Limitation on Guarantor's Liability; Contribution..........................................73
Section 10.04.   Successors and Assigns.....................................................................73
Section 10.05.   No Waiver..................................................................................74
Section 10.06.   Release of Guarantor.......................................................................74
Section 10.07.   Execution of Supplemental Indenture for Future Guarantors..................................74
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Section 10.08.   Execution and Delivery of Guarantee........................................................74
Section 10.09.   Subordination of Subrogation and Other Rights..............................................75

                                   ARTICLE 11

                           SUBORDINATION OF GUARANTEE

Section 11.01.   Guarantee Obligations Subordinated to Guarantor Senior Indebtedness........................75
Section 11.02.   Payment Over of Proceeds upon Dissolution, etc.............................................75
Section 11.03.   Suspension of Guaranteed Obligations When Guarantor Senior Indebtedness in Default.........76
Section 11.04.   Trustee's Relation to Guarantor Senior Indebtedness........................................78
Section 11.05.   Subrogation................................................................................78
Section 11.06.   Guarantee Subordination Provisions Solely to Define Relative Rights........................78
Section 11.07.   Trustee to Effectuate Subordination........................................................79
Section 11.08.   No Waiver of Subordination Provisions......................................................79
Section 11.09.   Notice to Trustee..........................................................................79
Section 11.10.   Reliance on Judicial Order or Certificate of Liquidating Agent.............................80
Section 11.11.   No Suspension of Remedies..................................................................80

                                   ARTICLE 12

                             SUBORDINATION OF NOTES

Section 12.01.   Notes Subordinate to Senior Indebtedness...................................................81
Section 12.02.   Payment Over of Proceeds upon Dissolution, etc.............................................81
Section 12.03.   Suspension of Payment When Senior Indebtedness in Default..................................82
Section 12.04.   Trustee's Relation to Senior Indebtedness..................................................83
Section 12.05.   Subrogation................................................................................84
Section 12.06.   Provisions Solely to Define Relative Rights................................................84
Section 12.07.   Trustee to Effectuate Subordination........................................................84
Section 12.08.   No Waiver of Subordination Provisions......................................................85
Section 12.09.   Notice to Trustee..........................................................................85
Section 12.10.   Reliance on Judicial Order or Certificate of Liquidating Agent.............................86
Section 12.11.   No Suspension of Remedies..................................................................86

                                   ARTICLE 13

                                  MISCELLANEOUS

Section 13.01.   TIA Controls...............................................................................86
Section 13.02.   Notices....................................................................................86
Section 13.03.   Communications by Holders with Other Holders...............................................87
Section 13.04.   Certificate and Opinion as to Conditions Precedent.........................................87
Section 13.05.   Statements Required in Officers' Certificate and Opinion...................................88
Section 13.06.   Rules by Trustee and Agents................................................................88
Section 13.07.   Business Days; Legal Holidays..............................................................88
Section 13.08.   Governing Law..............................................................................88
Section 13.09.   No Adverse Interpretation of Other Agreements..............................................89
Section 13.10.   No Recourse Against Others.................................................................89
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<S>                                                                                                        <C>
Section 13.11.   Successors.................................................................................89
Section 13.12.   Multiple Counterparts......................................................................89
Section 13.13.   Table of Contents, Headings, etc...........................................................89
Section 13.14.   Separability...............................................................................89

EXHIBITS

Exhibit A.       Form of Series A Note.....................................................................A-1

Exhibit B.       Form of Series B Note.....................................................................B-1

Exhibit C.       Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited
                    Investors..............................................................................C-1

Exhibit D.       Form of Transferee Letter of Representaiton...............................................D-1

Exhibit E.       Form of Certificate to Be Delivered in Connection with Regulation S Transfers.............E-1

Exhibit F.       Form of Supplemental Indenture............................................................F-1
</TABLE>

                                       -v-

<PAGE>

          INDENTURE, dated as of December 20, 2002 among THE BRICKMAN GROUP,
LTD., a Delaware corporation (the "Company"), each of the GUARANTORS (as defined
herein) and BANK ONE, N.A., a national banking association, as Trustee (the
"Trustee").

          The Company has duly authorized the creation of an issue of Series A
11 3/4% Senior Subordinated Notes due 2009 (the "Initial Notes") and Series B 11
3/4% Senior Subordinated Notes due 2009 (together with any exchange notes issued
for Additional Notes, the "Exchange Notes") and, to provide therefor, the
Company and each Guarantor has duly authorized the execution and delivery of
this Indenture. All things necessary to make the Notes, when duly issued and
executed by the Company, and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and binding
agreement of the Company and the Guarantors, have been done.

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

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

          "Acquired Indebtedness" means Indebtedness of a Person (including an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or assumed in connection with the acquisition of assets from such
Person and, in each case, whether or not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary through such merger, consolidation or acquisition.

          "Additional Interest" has the meaning provided to such term in the
Registration Rights Agreement.

          "Adjusted Net Assets" of any Person at any date shall mean the lesser
of the amount by which

          (1) the fair value of the property of such Person exceeds the total
     amount of liabilities, including, without limitation, contingent
     liabilities (after giving effect to all other fixed and contingent
     liabilities), but excluding liabilities under the Guarantee, of such Person
     at such date; and

          (2) the present fair salable value of the assets of such Person at
     such date exceeds the amount that will be required to pay the probable
     liability of such Person on its debts (after giving effect to all other
     fixed and contingent liabilities and after giving effect to any collection
     from any Subsidiary of such Person in respect of the obligations of such
     Subsidiary under the Guarantee), excluding Indebtedness in respect of the
     Guarantee, as they become absolute and matured.

          "Affiliate" of any specified Person, means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "control-

<PAGE>

                                      -2-

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

          "Agent" means any Registrar, Paying Agent, co-Registrar,Authenticating
Agent or agent for service of notices and demands.

          "Asset Acquisition" means

          (1) an Investment by the Company or any Restricted Subsidiary of the
     Company in any other Person pursuant to which such Person becomes a
     Restricted Subsidiary of the Company, or is merged with or into the Company
     or any Restricted Subsidiary of the Company or

          (2) the acquisition by the Company or any Restricted Subsidiary of the
     Company of the assets of any Person (other than a Restricted Subsidiary of
     the Company) which constitute all or substantially all of the assets of
     such Person or comprise any division or line of business of such Person or
     any other Properties or assets of such Person other than in the ordinary
     course of business.

          "Asset Sale" means any direct or indirect sale, issuance, conveyance,
assignment, transfer, lease or other disposition (including any Sale and
Lease-Back Transaction), other than to the Company or any of its Restricted
Subsidiaries, in any single transaction or series of related transactions of

          (1) any Capital Stock of or other equity interest in any Restricted
     Subsidiary of the Company (other than any nominal interest required to be
     held by a third party in order to satisfy a legal requirement);

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

          (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;

provided that Asset Sales shall not include

          (1) a transfer that constitutes a Permitted Investment or a Restricted
     Payment permitted by Section 4.11;

          (2) a transfer, sale or other disposition pursuant to any foreclosure
     of assets or other remedy provided by applicable law by a creditor of the
     Company or any Restricted Subsidiary with a Lien on such assets, if such
     Lien is permitted under this Indenture;

          (3) a transfer involving only Temporary Cash Investments or inventory
     in the ordinary course of business;

          (4) any transfer, sale or other disposition of damaged, worn-out or
     obsolete equipment in the ordinary course of business;

          (5) the lease or sublease of any real or personal property in the
     ordinary course of business;

<PAGE>

                                      -3-

          (6) any transfer, sale or other disposition of Capital Stock or
     Indebtedness or other securities of an Unrestricted Subsidiary; and

          (7) a transfer, sale or other disposition of assets having a fair
     market value and a sale price of less than $1.0 million.

          "Asset Sale Proceeds" means, with respect to any Asset Sale,

          (1) cash received by the Company or any Restricted Subsidiary from
     such Asset Sale (including cash received as consideration for the
     assumption of liabilities incurred in connection with or in anticipation of
     such Asset Sale), after

               (a) provision for all income or other taxes measured by or
          resulting from such Asset Sale,

               (b) payment of all brokerage commissions, underwriting and other
          fees and expenses related to such Asset Sale,

               (c) provision for minority interest holders in any Restricted
          Subsidiary as a result of such Asset Sale, and

               (d) deduction of appropriate amounts to be provided by the
          Company or a Restricted Subsidiary as a reserve, in accordance with
          GAAP, against any liabilities associated with the assets sold or
          disposed of in such Asset Sale and retained by the Company or a
          Restricted Subsidiary after such Asset Sale, including, without
          limitation, severance, healthcare, pension and other post-employment
          benefit liabilities and liabilities related to environmental matters
          or against any indemnification obligations associated with the assets
          sold or disposed of in such Asset Sale; and

          (2) promissory notes and other non-cash consideration received by the
     Company or any Restricted Subsidiary from such Asset Sale or other
     disposition upon the liquidation or conversion of such notes or non-cash
     consideration into cash.

          "Attributable Indebtedness" in respect of a Sale and Lease-Back
Transaction means, as at the time of determination, the present value of the
total obligations (discounted at the imputed interest rate in such transaction)
of the lessee for rental payments during the remaining term of the lease
included in such Sale and Lease-Back Transaction (including any period for which
such lease has been extended).

          "Available Asset Sale Proceeds" means, with respect to any Asset Sale,
the aggregate Asset Sale Proceeds from such Asset Sale that have not been
applied in accordance with clause (3)(a) or (3)(b) of Section 4.13(A) and that
have not been the basis for an Excess Proceeds Offer in accordance with clause
(3)(c) of Section 4.13(A).

          "Board of Directors" means:

          (1) in the case of a Person that is a limited partnership, the board
     of directors of its corporate general partner or any committee authorized
     to act therefor (or, if the general partner is itself a limited
     partnership, the board of directors of such general partner's corporate
     general partner or any committee authorized to act therefor);

<PAGE>

                                      -4-

          (2) in the case of a Person that is a corporation, the board of
     directors of such Person or any committee authorized to act therefor; and

          (3) in the case of any other Person, the board of directors,
     management committee or similar governing body or any authorized committee
     thereof responsible for the management of the business and affairs of such
     Person.

          "Board Resolution" means with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification and delivered to the
Trustee.

          "Brickman Family" means Theodore W. Brickman, Jr. and Scott W.
Brickman, and each of the spouses, children (adoptive or biological) or other
lineal descendants of the foregoing, the estate or any executor, administrator,
testamentary trustees or legatees and heirs, of any such individual and any
trust, so long as one or more of the foregoing retain substantially all of the
controlling or beneficial interest thereunder.

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of capital stock, partnership interests or any other
participation, right or other interest in the nature of an equity interest in
such Person, or any option, warrant or other security convertible into or
exercisable for any of the foregoing.

          "Capitalized Lease Obligations" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

          "Certificated Notes" means one or more certificated Notes in
registered form.

          A "Change of Control" means the occurrence of one or more of the
following events:

          (1) any Person (including a Person's Affiliates and associates), other
     than a Permitted Holder, becomes the beneficial owner (directly or
     indirectly) (as defined under Rule 13d-3 or any successor rule or
     regulation promulgated under the Exchange Act) of 50% or more of the total
     voting or economic power directly or indirectly of the Common Stock of the
     Company;

          (2) any Person (including a Person's Affiliates and associates), other
     than a Permitted Holder, becomes the beneficial owner (directly or
     indirectly) of more than 35% of the total voting power of the Common Stock
     of Holdco, and each of the Permitted Holders beneficially owns (directly or
     indirectly) a lesser percentage of the total voting power directly or
     indirectly of the Common Stock of the Company than such other Person and
     does 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;

          (3) there shall be consummated any consolidation or merger of the
     Company or its direct or indirect ultimate parent in which the Company or
     its direct or indirect ultimate parent is not the continuing or surviving
     corporation or pursuant to which the Common Stock of the Company or its
     direct or indirect ultimate parent would be converted into cash, securities
     or other property, other than a merger or consolidation of such issuer in
     which the beneficial owners of the Common Stock of the Company or its
     direct or indirect ultimate parent outstanding immediately prior to the
     consolidation or merger hold, directly or indirectly, at least a majority
     of the Common Stock of the surviving corporation immediately after such
     consolidation or merger;

<PAGE>

                                      -5-

          (4) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors of the Company
     or its direct or indirect ultimate parent (together with any new directors
     whose election by such Board of Directors or whose nomination for election
     by the shareholders of the Company or its direct or indirect ultimate
     parent has been approved by a majority of the directors then still in
     office who either were directors at the beginning of such period or whose
     election or recommendation for election was previously so approved) cease
     to constitute a majority of the Board of Directors of the Company or its
     direct or indirect ultimate parent; or

          (5) the approval by the holders of Capital Stock of the Company of any
     plan or proposal for the liquidation or dissolution of the Company (whether
     or not otherwise in compliance with the provisions of this Indenture).

          "CIVC" means any of one or more funds managed by CIVC Partners, L.P.
and any of its Affiliates (other than portfolio companies of CIVC), as direct or
indirect general partner.

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

          "Commission" means the United States Securities and Exchange
Commission.

          "Common Stock" of any Person means all Capital Stock of such Person
that is generally entitled to

          (1) vote in the election of directors of such Person; or

          (2) if such Person is not a corporation, vote or otherwise participate
     in the selection of the governing body, partners, managers or others that
     will control the management and policies of such Person.

          "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 and
thereafter means the successor.

          "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of EBITDA of such Person during the four full fiscal quarters
for which financial statements are available (the "Four Quarter Period") ending
on or prior to the date of the transaction giving rise to the need to calculate
the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to
Consolidated Fixed Charges of such Person for the Four Quarter Period. In
addition to and without limitation of the foregoing, for purposes of this
definition, "EBITDA" and "Consolidated Fixed Charges" shall be calculated after
giving effect on a pro forma basis for the period of such calculation to

          (1) the incurrence or repayment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries or the issuance or redemption or other
     repayment of Preferred Stock of any such Restricted Subsidiary (and the
     application of the proceeds thereof) giving rise to the need to make such
     calculation and any incurrence or repayment of other Indebtedness and, in
     the case of any Restricted Subsidiary, the issuance or redemption or other
     repayment of Preferred Stock (and the application of the proceeds thereof),
     other than the incurrence or repayment of Indebtedness in the ordinary
     course of business for working capital purposes pursuant to working capital
     facilities, occurring during the Four Quarter Period or at any time
     subsequent to the last day of the Four Quarter Period and on or prior to
     the Transaction Date, as if such incurrence or repayment or issuance or
     redemption or other repayment, as the case may be (and the application of
     the proceeds thereof), occurred on the first day of the Four

<PAGE>

                                      -6-

     Quarter Period calculated on a basis consistent with Regulation S-X under
     the Securities Act as in effect and applied as of the Issue Date; and

          (2) any asset sales or Asset Acquisitions (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such Person or one of its Restricted
     Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
     result of the Asset Acquisition) incurring, assuming or otherwise being
     liable for Acquired Indebtedness and also including any EBITDA (provided
     that such EBITDA shall be included only to the extent that Consolidated Net
     Income would be includable pursuant to the definition of "Consolidated Net
     Income") (including any pro forma expense and cost reductions calculated on
     a basis consistent with Regulation S-X of the Exchange Act) attributable to
     the assets which are the subject of the Asset Acquisition or asset sale
     during the Four Quarter Period) occurring during the Four Quarter Period or
     at any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction Date, as if such asset sale or Asset Acquisition
     (including the incurrence, assumption or liability for any such Acquired
     Indebtedness) occurred on the first day of the Four Quarter Period
     calculated on a basis consistent with Regulation S-X under the Securities
     Act as in effect and applied as of the Issue Date.

          If such Person or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating
"Consolidated Fixed Charges" for purposes of determining the denominator (but
not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date;

          (2) if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate, or other rates, then the interest rate in effect on the Transaction
     Date will be deemed to have been in effect during the Four Quarter Period;
     and

          (3) notwithstanding clause (1) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by one or more Hedging Obligations, shall be deemed to accrue at the rate
     per annum resulting after giving effect to the operation of such
     agreements.

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

          (1) Consolidated Interest Expense, plus

          (2) the product of

               (a) the amount of all dividend payments (whether or not in cash)
          on any series of Preferred Stock of such Person and its Restricted
          Subsidiaries (other than dividends paid or accumulated in Capital
          Stock (other than Disqualified Capital Stock)) paid, accrued or
          scheduled to be paid or accrued during such period, times

<PAGE>

                                      -7-

               (b) (i) if such Person is not subject to U.S. federal income tax,
          one or (ii) if such person is so taxable, a fraction, the numerator of
          which is one and the denominator of which is one minus the then
          current effective consolidated federal, state and local tax rate of
          such Person, expressed as a decimal.

          "Consolidated Interest Expense" means, with respect to any Person, for
any period, (a) the aggregate amount of interest that, in conformity with GAAP,
would be set forth opposite the caption "interest expense" or any like caption
on an income statement for such Person and its Subsidiaries on a consolidated
basis, including, but not limited to,

          (1) imputed interest included in Capitalized Lease Obligations;

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

          (3) the net costs associated with hedging obligations;

          (4) amortization of other financing fees and expenses;

          (5) the interest portion of any deferred payment obligation;

          (6) amortization of discount or premium, if any; and

          (7) all other non-cash interest expense (other than interest amortized
     to cost of sales),

plus, without duplication,

          (b) all net capitalized interest for such period and all interest
incurred or paid under any guarantee of Indebtedness (including a guarantee of
principal, interest or any combination thereof) of any Person, plus the amount
of all dividends or distributions paid on Disqualified Stock (other than
dividends paid or payable in shares of Capital Stock of the Company), less the
amortization of deferred financing costs associated therewith.

          "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
provided, however, that

          (1) the Net Income of any Person (the "other Person") in which the
     Person in question or any of its Subsidiaries has less than a 100%
     interest, if such interest does not cause the net income of such other
     Person to be consolidated into the net income of the Person in question in
     accordance with GAAP, shall be included only to the extent of the amount of
     dividends or distributions paid to the Person in question or the
     Subsidiary;

          (2) the Net Income of any Subsidiary of the Person in question that is
     subject to any restriction or limitation on the payment of dividends or the
     making of other distributions, other than pursuant to the Notes or this
     Indenture, shall be excluded to the extent of such restriction or
     limitation;

<PAGE>

                                      -8-

          (3) any net gain or loss resulting from an Asset Sale (without regard
     to the $1.0 million limitation set forth in the definition thereof) by the
     Person in question or any of its Subsidiaries other than in the ordinary
     course of business shall be excluded;

          (4) extraordinary, unusual and nonrecurring gains and losses,
     including any related tax effects on the Company, shall be excluded;

          (5) income or loss attributable to discontinued operations (including,
     without limitation, operations disposed of during such period whether or
     not such operations were classified as discontinued) shall be excluded;

          (6) the cumulative effect of a change in GAAP shall be excluded;

          (7) in the case of an acquiree of the referent Person by consolidation
     or merger or as a transferee of the referent Person's assets, any earnings
     of the successor corporation prior to such consolidation, merger or
     transfer of assets shall be excluded;

          (8) non-cash charges relating to employee benefit or other management
     compensation plans of the Company or any of its Restricted Subsidiaries or
     any non-cash compensation charge arising from any grant of stock, stock
     options or other equity-based awards of the Company or any of its
     Restricted Subsidiaries (excluding in each case any non-cash charge to the
     extent that it represents an accrual of or reserve for cash expenses in any
     future period or amortization of a prepaid cash expense incurred in a prior
     period), in each case, to the extent that such non-cash charges are
     deducted in computing such Consolidated Net Income will be excluded; and

          (9) any increase in the cost of sales or other incremental expenses
     resulting from purchase accounting in relation to the transactions
     contemplated by the Recapitalization Agreement, net of taxes, shall be
     excluded.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time this Indenture shall be principally administered, which
office at the date of execution of this Indenture is located at 153 West 51st
Street, New York, New York 10019; provided, however that for purposes of Section
4.07 only, it shall be 55 Water Street, First Floor, Jeanette Park Entrance, New
York, New York 10041.

          "Default" means any condition or event that is, or with the passing of
time or the giving of any notice expressly required under this Indenture (or
both), would be, an Event of Default.

          "Depositary" means, with respect to the Notes issued in the form of
one or more Global Notes, The Depository Trust Company or another Person
designated as Depositary by the Company, which Person must be a clearing agency
registered under the Exchange Act.

          "Designated Senior Indebtedness" as to the Company or any Guarantor,
as the case may be, means any Senior Indebtedness

          (1) under the Senior Credit Facility; and

          (2) other Indebtedness (A) which at the time of determination exceeds
     $25,000,000 in aggregate principal amount (or accreted value in the case of
     Indebtedness issued at a discount) outstanding or available under a
     committed facility, (B) which is specifically designated by the Company as
     "Desig

<PAGE>

                                      -9-

     nated Senior Indebtedness" and (C) as to which the Trustee has been given
     written notice of such designation.

          "Disqualified Capital Stock" means any Capital Stock of the Company or
a Restricted Subsidiary thereof 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 on or
prior to the maturity date of the Notes for cash or securities constituting
Indebtedness; (2) is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, on or prior to the maturity date of the Notes, for cash
or securities constituting Indebtedness; or (3) is redeemable at the option of
the holder thereof, in whole or in part, on or prior to the maturity date of the
Notes, for cash or securities constituting Indebtedness; provided that Capital
Stock of the Company that is held by a current or former employee of the Company
subject to a put option and/or a call option with the Company triggered by the
termination of such employee's employment with the Company and/or the Company's
performance shall not be deemed to be Disqualified Capital Stock solely by
virtue of such call option and/or put option.

          Without limitation of the foregoing, Disqualified Capital Stock shall
be deemed to include (i) any Preferred Stock of a Restricted Subsidiary of the
Company and (ii) any Preferred Stock of the Company, with respect to either of
which, under the terms of such Preferred Stock, by agreement or otherwise, such
Restricted Subsidiary or the Company is obligated to pay current dividends or
distributions in cash during the period prior to the maturity date of the Notes;
provided, however, that Preferred Stock of the Company or any Restricted
Subsidiary thereof that is issued with the benefit of provisions requiring a
change of control offer to be made for such Preferred Stock in the event of a
change of control of the Company or such Restricted Subsidiary, which provisions
have substantially the same effect as the provisions described in Section 4.16,
shall not be deemed to be Disqualified Capital Stock solely by virtue of such
provisions.

          "EBITDA" means, for any Person, for any period, an amount equal to

          (1) the sum of

               (a) Consolidated Net Income for such period, plus

               (b) the provision or benefit for taxes for such period based on
          income or profits to the extent such income or profits were included
          in computing Consolidated Net Income and any provision for taxes
          utilized in computing net loss under clause (a) hereof, plus

               (c) Consolidated Interest Expense for such period, plus

               (d) depreciation for such period on a consolidated basis, plus

               (e) amortization of intangibles for such period on a consolidated
          basis, plus

               (f) any other non-cash items reducing Consolidated Net Income for
          such period (excluding any such non-cash item to the extent that it
          represents an accrual of or a reserve for cash charges or expenses for
          any future period), plus

               (g) all non-recurring costs and expenses of the Company and its
          Restricted Subsidiaries incurred in connection with the
          Recapitalization Agreement, including but not limited to,
          non-recurring costs and expenses incurred in the related financing
          transactions, minus

<PAGE>

                                      -10-

          (2) all non-cash items increasing Consolidated Net Income for such
     period, all for such Person and its Subsidiaries determined on a
     consolidated basis in accordance with GAAP;

provided, however, that, for the purposes of calculating EBITDA during any
fiscal quarter, cash income from a particular Investment (other than a
Subsidiary which under GAAP is consolidated) of such Person shall be included
only

          (1) if cash income has been received by such Person with respect to
     such Investment, or

          (2) if the cash income derived from such Investment is attributable to
     Temporary Cash Investments.

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

          "Exchange Notes" has the meaning provided in the preamble to this
Indenture.

          "fair market value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of
such Board of Directors.

          "GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States on the date of this Indenture. For
purposes of this Indenture, the term "consolidated" with respect to any Person
shall mean such Person consolidated with its Restricted Subsidiaries and shall
not include any Unrestricted Subsidiary.

          "Guarantee" means, as the context may require, individually, a
guarantee, or collectively, any and all guarantees, of the Obligations of the
Company with respect to the Notes by each Guarantor, if any, pursuant to the
terms of this Indenture.

          "Guarantor" means the issuer at any time of a Guarantee (so long as
such Guarantee remains outstanding) and "Guarantors" means such entities,
collectively.

          "Guarantor Senior Indebtedness" means the principal of and premium, if
any, and interest (including, without limitation, interest accruing or that
would have accrued but for the filing of a bankruptcy, reorganization or other
insolvency proceeding whether or not such interest constitutes an allowable
claim in such proceeding) on, and any and all other fees, expense reimbursement
obligations, indemnities and other amounts due pursuant to the terms of all
agreements, documents and instruments providing for, creating, securing or
evidencing or otherwise entered into in connection with

          (1) any Guarantor's direct incurrence of any Indebtedness or its
     guarantee of all Indebtedness of the Company or any Restricted
     Subsidiaries, in each case owed to lenders under the Senior Credit
     Facility;

          (2) all obligations of any Guarantor with respect to any Interest Rate
     Agreement;

<PAGE>

                                      -11-

          (3) all obligations of any Guarantor to reimburse any bank or other
     Person in respect of amounts paid under letters of credit, acceptances or
     other similar instruments;

          (4) all other Indebtedness of any Guarantor which does not provide
     that it is to rank pari passu with or subordinate to the Guarantees; and

          (5) all deferrals, renewals, extensions and refundings of, and
     amendments, modifications and supplements to, any of the Guarantor Senior
     Indebtedness described above.

          Notwithstanding anything to the contrary in the foregoing, Guarantor
Senior Indebtedness shall not include:

          (1) Indebtedness of such Guarantor to any of its Subsidiaries;

          (2) Indebtedness represented by the Guarantees;

          (3) any Indebtedness which by the express terms of the agreement or
     instrument creating, evidencing or governing the same is junior or
     subordinate in right of payment to any item of Guarantor Senior
     Indebtedness;

          (4) any trade payable arising from the purchase of goods or materials
     or for services obtained in the ordinary course of business; or

          (5) Indebtedness incurred in violation of this Indenture.

          "Holdco" means Brickman Group Holdings, Inc., a Delaware company.

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

          "incur" means, with respect to any Indebtedness or other obligation of
any Person (without duplication), to create, issue, incur (by conversion,
exchange or otherwise), assume, guarantee or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "incurrence," "incurred," "incurrable," and
"incurring" shall have meanings correlative to the foregoing); provided that a
change in the accounting policies of the Company that are in accordance with
GAAP that result in an obligation of such Person that exists at such time
becoming Indebtedness shall not be deemed an incurrence of such Indebtedness.

          "Indebtedness" means (without duplication), with respect to any
Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding, without limitation, any balances that
constitute accounts payable or trade payables or liabilities arising from
advance payments or customer deposits for goods and services sold by the Company
and other accrued liabilities arising in the ordinary course of business) if and
to the extent any of the foregoing indebtedness would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, and shall also
include, to the extent not otherwise included:

          (1) any Capitalized Lease Obligations;

<PAGE>

                                      -12-

          (2) obligations secured by a Lien to which the property or assets
     owned or held by such Person is subject, whether or not the obligation or
     obligations secured thereby shall have been assumed; provided, however,
     that if such obligation or obligations shall not have been assumed, the
     amount of such indebtedness shall be deemed to be the lesser of the
     principal amount of the obligation or the fair market value of the pledged
     property or assets;

          (3) guarantees of (or obligations with respect to letters of credit
     supporting) items of other Persons which would be included within this
     definition for such other Persons (whether or not such items would appear
     upon the balance sheet of the guarantor);

          (4) all obligations for the reimbursement of any obligor on any letter
     of credit, banker's acceptance or similar credit transaction; provided that
     in the case of any such letters of credit, the items for which such letters
     of credit provide credit support are those of other Persons which would be
     included within this definition for such other Persons;

          (5) in the case of the Company, Disqualified Capital Stock of the
     Company or any Restricted Subsidiary thereof; and

          (6) obligations of any such Person under any Interest Rate Agreement
     applicable to any of the foregoing (if and to the extent such Interest Rate
     Agreement obligations would appear as a liability upon a balance sheet of
     such Person prepared in accordance with GAAP).

The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability reasonably
expected to be incurred upon the occurrence of the contingency giving rise to
the obligation; provided that

          (1) the amount outstanding at any time of any Indebtedness issued with
     original issue discount is the principal amount of such Indebtedness less
     the remaining unamortized portion of the original issue discount of such
     Indebtedness at such time as determined in conformity with GAAP; and

          (2) Indebtedness shall not include any liability for federal, state,
     local or other taxes.

For the avoidance of doubt, "Indebtedness" of any Person shall not include:
current trade payables incurred in the ordinary course of business and payable
in accordance with customary practices; deferred tax obligations; minority
interest; uncapitalized interest; non-interest bearing installment obligations
and accrued liabilities incurred in the ordinary course of business; and
obligations of the Company or any Restricted Subsidiary pursuant to contracts
for, or options, puts or similar arrangements relating to, the purchase of raw
materials or the sale of inventory at a time in the future entered into in the
ordinary course of business.

          "Indemnity Agreement" means the Indemnity Agreement by and among the
Company, the stockholders party thereto and Holdco as in effect on the Issue
Date pursuant to which the Company will indemnify certain stockholders for
income tax costs, if any, in connection with the exchange of preferred stock of
the Company for shares of Holdco's Class A common stock pursuant to the
Recapitalization Agreement.

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

          "Initial Notes" has the meaning provided in the preamble to this
Indenture.

          "Initial Purchasers" refers to CIBC World Markets Corp. and Lehman
Brothers Inc.

<PAGE>

                                      -13-

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

          "Interest Payment Date" means June 15 and December 15, commencing June
15, 2003.

          "Interest Rate Agreement" shall mean any interest or foreign currency
rate swap, cap, collar, option, hedge, forward rate or other similar agreement
or arrangement designed to protect against fluctuations in interest rates or
currency exchange rates.

          "Investments" means, directly or indirectly, any advance (other than
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of the lender), loan or capital
contribution to (by means of transfers of property to others, payments for
property or services for the account or use of others or otherwise), the
purchase of any stock, bonds, notes, debentures, partnership or joint venture
interests or other securities of, the acquisition, by purchase or otherwise, of
all or substantially all of the business or assets or stock or other evidence of
beneficial ownership of, any Person or the making of any investment in any
Person. Investments shall exclude

          (1) extensions of trade credit on commercially reasonable terms in
     accordance with normal trade practices; and

          (2) any acquisition or purchase of Indebtedness of the Company or any
     of its Restricted Subsidiaries.

          "Issue Date" means December 20, 2002.

          "Lien" means, with respect to any property or assets of any Person,
any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement (other than advance payments or customer deposits for goods and
services sold by the Company in the ordinary course of business), security
interest, lien, charge, easement, encumbrance, preference, priority, or other
security agreement or preferential arrangement of any kind or nature whatsoever
on or with respect to such property or assets (including without limitation, any
Capitalized Lease Obligation, conditional sales, or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

          "Maturity Date" means December 15, 2009.

          "Net Income" means, with respect to any Person, for any period, the
net income (loss) of such Person determined in accordance with GAAP.

          "Net Proceeds" means

          (1) in the case of any sale of Capital Stock by or equity contribution
     to any Person, the aggregate net proceeds received by such issuer, after
     payment of expenses, commissions, taxes and the like incurred in connection
     therewith, whether such proceeds are in cash or in property (valued at the
     fair market value thereof at the time of receipt), and

          (2) in the case of any exchange, exercise, conversion or surrender of
     outstanding securities of any kind for or into shares of Capital Stock of
     such Person which is not Disqualified Capital Stock, the fair market value
     of such outstanding securities on the date of such exchange, exercise,
     conversion or surrender (plus any additional amount required to be paid by
     the holder to such Person upon

<PAGE>

                                      -14-

     such exchange, exercise, conversion or surrender, less any and all payments
     made to the holders, e.g., on account of fractional shares and less all
     expenses incurred by such Person in connection therewith).

          "Non-Payment Event of Default" means any event (other than a Payment
Default) the occurrence of which entitles one or more Persons to accelerate the
maturity of any Designated Senior Indebtedness.

          "Notes" means the Initial Notes, Additional Notes, if any, and the
Exchange Notes treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

          "Officer" means, with respect to any Person, the Chief Executive
Officer, the Chief Financial Officer, Chief Accounting Officer, Treasurer,
President or any Vice President of such Person. "Officers' Certificate" means,
with respect to any Person, a certificate signed by the Chief Executive Officer,
the President or any Vice President and the Chief Financial Officer or any
Treasurer of such Person that shall comply with applicable provisions of this
Indenture and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion from legal counsel who
and which is acceptable to the Trustee complying with the requirements of this
Indenture. Such legal counsel shall be outside counsel and not an employee of or
in-house counsel to the Company.

          "Payment Default" means any default, whether or not any requirement
for the giving of notice, the lapse of time or both, or any other condition to
such default becoming an event of default has occurred, in the payment of
principal of, or premium, if any, or interest on or any other amount payable in
connection with Senior Indebtedness.

          "Permitted Holders" means, collectively, (a) the Brickman family; and
(b) CIVC.

          "Permitted Indebtedness" means:

          (1) Indebtedness of the Company or any Restricted Subsidiary arising
     under or in connection with the Senior Credit Facility in an amount at any
     time outstanding not to exceed $80.0 million in aggregate principal amount,
     which amount shall be reduced by any mandatory prepayments actually made
     thereunder required as a result of any Asset Sale or similar sale of assets
     (to the extent, in the case of payments of revolving credit indebtedness,
     that the corresponding commitments have been permanently reduced) and any
     scheduled payments actually made thereunder;

          (2) Indebtedness under the Notes in an aggregate principal amount not
     to exceed $150.0 million and the related Guarantees;

          (3) Indebtedness not covered by clauses (1) and (2) above outstanding
     on the Issue Date;

          (4) Indebtedness of the Company to any Restricted Subsidiary and
     Indebtedness of any Restricted Subsidiary to the Company or another
     Restricted Subsidiary;

          (5) Interest Rate Agreements;

          (6) Refinancing Indebtedness;

<PAGE>

                                      -15-

          (7) Indebtedness consisting of guarantees made in the ordinary course
     of business by the Company or its Subsidiaries of obligations of the
     Company or any of its Subsidiaries, which obligations are otherwise
     permitted under this Indenture;

          (8) customary indemnification, adjustment of purchase price or similar
     obligations, including title insurance, of the Company or any Restricted
     Subsidiary, in each case, incurred in connection with the acquisition or
     disposition of any assets of the Company or any Restricted Subsidiary
     (other than guarantees of Indebtedness incurred by any Person acquiring all
     or any portion of such assets for the purpose of financing such
     acquisition);

          (9) Purchase Money Indebtedness and Capitalized Lease Obligations of
     the Company and its Subsidiaries incurred to acquire property in the
     ordinary course of business and any refinancings, renewals or replacements
     of any such Purchase Money Indebtedness or Capitalized Lease Obligation
     (subject to the limitations on the principal amount thereof set forth in
     this clause (9)), the principal amount of which Purchase Money Indebtedness
     and Capitalized Lease Obligations shall not in the aggregate at any one
     time outstanding exceed the greater of $5.0 million and 5% of the Company's
     consolidated tangible assets stated in accordance with GAAP as of the end
     of the last preceding fiscal quarter for which financial statements are
     available;

          (10) Indebtedness of the Company or any Restricted Subsidiary
     (including letters of credit) in order to provide security for workers'
     compensation claims, payment obligations in connection with self-insurance,
     or similar requirements of the Company or any Subsidiary in the ordinary
     course of business;

          (11) obligations of the Company or any Restricted Subsidiary in
     respect of performance bonds and completion, guarantee, surety and similar
     bonds in the ordinary course of business;

          (12) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds;

          (13) Indebtedness arising in connection with endorsement of
     instruments for deposit in the ordinary course of business;

          (14) Indebtedness consisting of take-or-pay obligations contained in
     supply agreements entered into in the ordinary course of business; and

          (15) additional Indebtedness of the Company or any of its Restricted
     Subsidiaries (other than Indebtedness specified in clauses (1) through (14)
     above) not to exceed $10.0 million in the aggregate at any one time
     outstanding.

For purposes of determining compliance with Section 4.10, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (15) above or is
entitled to be incurred pursuant to the Coverage Ratio Exception, the Company
shall classify such item of Indebtedness on the date of its incurrence, or later
reclassify such item of Indebtedness, in any manner that complies with Section
4.10. Notwithstanding the foregoing, Indebtedness outstanding under the Senior
Credit Facility on the Issue Date shall be deemed to have been incurred under
clause (1) above. The maximum amount of Indebtedness that the Company or any
Restricted Subsidiary may incur pursuant to this definition will not be deemed
to be exceeded solely as the result of fluctuations in the exchange rates of
currencies. In determining the

<PAGE>

                                      -16-

amount of Indebtedness outstanding under one of the clauses above, the
outstanding principal amount of any particular Indebtedness of any Person shall
be counted only once and any obligation of such Person or any other Person
arising under any guarantee, Lien, letter of credit or similar instrument
supporting such Indebtedness shall be disregarded so long as it is permitted to
be incurred by the Person or Persons incurring such obligation. Accrual of
interest, accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Capital Stock in the
form of additional shares of the same class of Disqualified Capital Stock will
not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Capital Stock for purposes of Section 4.10.

          "Permitted Investments" means, for any Person, Investments made on or
after the date of this Indenture consisting of:

          (1) Investments by the Company, or by a Restricted Subsidiary thereof,
     in the Company or a Restricted Subsidiary including any repurchase or
     acquisition of any Notes issued under this Indenture;

          (2) Temporary Cash Investments;

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

               (a) such Person becomes a Restricted Subsidiary of the Company,

               (b) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Restricted Subsidiary thereof, or

               (c) such business or assets are owned by the Company or a
          Restricted Subsidiary;

          (4) an Investment that is made by the Company or a Restricted
     Subsidiary thereof in the form of any stock, bonds, notes, debentures,
     partnership or joint venture interests or other securities that are issued
     by a third party to the Company or such Restricted Subsidiary solely as
     partial consideration for the consummation of an Asset Sale that is
     otherwise permitted under Section 4.13;

          (5) Investments consisting of (a) purchases and acquisitions of
     inventory, supplies, materials and equipment, in each case in the ordinary
     course of business, or (b) licenses or leases of intellectual property and
     other assets, in each case in the ordinary course of business;

          (6) Investments consisting of (a) loans and advances to employees for
     travel, relocation and business expenses in the ordinary course of business
     not to exceed $2.0 million in the aggregate at any one time outstanding,
     (b) cash loans to employees of the Company or any Subsidiary for the sole
     purpose of purchasing equity of the Company or any of its direct or
     indirect parents not to exceed $1.0 million in the aggregate at any one
     time outstanding or loans or dividends made to any of its direct or
     indirect parents for such purpose, and (c) prepaid expenses incurred in the
     ordinary course of business;

          (7) without duplication, Investments consisting of Indebtedness
     permitted pursuant to clause (4) under the definition of "Permitted
     Indebtedness";

<PAGE>

                                      -17-

          (8) Investments of the Company under any Interest Rate Agreement;

          (9) Investments consisting of endorsements for collection or deposit
     in the ordinary course of business;

          (10) Investments existing on the Issue Date and any amendment,
     modification, restatement, supplement, extension, renewal, refunding,
     replacement or refinancing, in whole or in part thereof;

          (11) Investments in securities of trade creditors or customers
     received pursuant to any plan of reorganization or similar arrangement upon
     the bankruptcy or insolvency of such trade creditors or customers;

          (12) hedging obligations incurred pursuant to the definition of
     Permitted Indebtedness;

          (13) any guarantees of any Permitted Indebtedness or any Indebtedness
     incurred under the Coverage Ratio Exception; or

          (14) Investments in an aggregate amount, as valued at the time each
     such Investment is made, not exceeding $10.0 million for all such
     Investments from and after the Issue Date; provided that the amount
     available for Investments to be made pursuant to this clause (14) shall be
     increased from time to time to the extent any return on capital is received
     by the Company or a Restricted Subsidiary on any Permitted Investment
     previously made in reliance on this clause (14).

          "Permitted Liens" means

          (1) Liens on property or assets of, or any equity interests in or
     secured debt of, any Person existing at the time such Person becomes a
     Restricted Subsidiary of the Company or at the time such Person is merged
     into the Company or any of its Restricted Subsidiaries; provided that such
     Liens

               (a) are not incurred in connection with, or in contemplation of,
          such Person becoming a Restricted Subsidiary of the Company or merging
          into the Company or any of its Restricted Subsidiaries, and

               (b) do not extend to or cover any property, assets, Capital Stock
          or Indebtedness other than those of such Person at the time such
          Person becomes a Restricted Subsidiary or is merged into the Company
          or any of its Restricted Subsidiaries;

          (2) Liens securing Refinancing Indebtedness that is incurred to
     refinance any Indebtedness that has been secured by a Lien permitted under
     this Indenture; provided that any such Lien does not extend to or cover any
     Property, shares or debt other than the Property, shares or debt securing
     the Indebtedness so refunded, refinanced or extended;

          (3) Liens in favor of the Company or any of its Restricted
     Subsidiaries;

          (4) Liens to secure Purchase Money Indebtedness and Capitalized Lease
     Obligations that are permitted under this Indenture; provided that

               (a) with respect to any Purchase Money Indebtedness, any such
          Lien is created solely for the purpose of securing Indebtedness
          representing, or incurred to finance, refinance

<PAGE>

                                      -18-

          or refund, the cost (including sales and excise taxes, installation
          and delivery charges and other direct costs, of, and other direct
          expenses paid or charged in connection with, such purchase or
          construction) of such Property,

               (b) with respect to any Purchase Money Indebtedness, the
          principal amount of the Indebtedness secured by such Lien does not
          exceed 100% of such costs, and

               (c) such Lien does not extend to or cover any Property other than
          the item of Property that is the subject of such Purchase Money
          Indebtedness or Capitalized Lease Obligation, as the case may be, and
          any improvements on such item;

          (5) Liens for taxes, assessments or governmental charges that are not
     yet due or payable or are within any applicable grace period or that are
     being contested in good faith by appropriate proceedings;

          (6) Liens securing Senior Indebtedness and Liens securing Guarantor
     Senior Indebtedness;

          (7) Liens existing on the Issue Date to the extent and in the manner
     such Liens are in effect on the Issue Date;

          (8) Liens incurred in the ordinary course of business in connection
     with worker's compensation, unemployment insurance or other forms of
     government insurance or benefits, or to secure the performance of letters
     of credit, bids, tenders, statutory obligations, surety and appeal bonds,
     leases, government contracts, rents and other similar obligations (other
     than obligations for borrowed money) entered into in the ordinary course of
     business;

          (9) any attachment or judgment Lien not constituting an Event of
     Default under this Indenture that is being contested in good faith by
     appropriate proceedings and for which adequate reserves have been
     established in accordance with GAAP (if so required);

          (10) Liens arising from the filing, for notice purposes only, of
     financing statements in respect of operating leases;

          (11) Liens consisting of restrictions on the transfer of securities,
     pursuant to applicable federal and state securities laws;

          (12) interests of lessors and licensors under leases and licenses to
     which the Company or any of its Restricted Subsidiaries is party;

          (13) with respect to any real property occupied by the Company or any
     of its Restricted Subsidiaries, all easements, rights of way, licenses and
     similar encumberances on or defects of title that do not materially impair
     the use of such property for its intended purposes;

          (14) Liens imposed by law that are incurred in the ordinary course of
     business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, mechanics', landlords', materialmen's,
     employees', laborers', employers', suppliers', banks', repairmen's and
     other like Liens incurred in the ordinary course of business for sums not
     yet delinquent or being contested in good faith,

<PAGE>

                                      -19-

     if such reserve or other appropriate provision, if any, as shall be
     required by GAAP shall have been made in respect thereof;

          (15) terminable or short-term leases or permits for occupancy, in each
     case entered into in the ordinary cause for business, which leases or
     permits expressly grant to the Company or any Restricted Subsidiary the
     right to terminate them at any time on not more than six months' notice and
     do not individually or in the aggregate interfere with the operation of the
     business of the Company or any Restricted Subsidiary or individually or in
     the aggregate impair the use (for its intended purpose) or the value of the
     property subject thereto;

          (16) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Temporary Cash Investments on deposit in
     one or more accounts maintained by the Company or any Restricted
     Subsidiary;

          (17) Liens securing hedging obligations;

          (18) pledges of or Liens on raw materials or on manufactured products
     as security for any drafts or bills of exchange drawn in connection with
     the importation of such raw materials or manufactured products;

          (19) Liens in favor of issuers of surety, performance, judgment,
     appeal and like bonds or letters of credit issued in the ordinary course of
     business;

          (20) any obligations or duties affecting any property of the Company
     or any Restricted Subsidiary to any municipality or public authority with
     respect to any franchise, grant, license or permit that do not materially
     impair the use of such property for the purposes of which it is held;

          (21) Liens on any property in favor of governmental bodies to secure
     partial, progress, advance or other payments pursuant to any contract or
     statute, not yet due and payable; and

          (22) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual or warranty requirements.

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

          "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

          "Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person and its Subsidiaries under
GAAP.

          "Public Equity Offering" means a public offering by the Company or
Holdco (and, in the case of an issuance by Holdco, only if the proceeds thereof
are contributed to the Company) of shares of its Common Stock (however
designated and whether voting or non-voting) and any and all rights, warrants or
options to acquire such Common Stock.

<PAGE>

                                      -20-

          "Purchase Money Indebtedness" means any Indebtedness incurred by a
Person to finance, within 90 days from incurrence, the cost, including the cost
of construction, of any item of Property acquired in the ordinary course of
business, the principal amount of which Indebtedness does not exceed the sum of
(a) 100% of such cost; and (b) reasonable fees and expenses of such Person
incurred in connection therewith.

          "Qualified Institutional Buyer" shall have the meaning specified in
Rule 144A promulgated under the Securities Act.

          "Recapitalization Agreement" means the Recapitalization Agreement,
dated as of December 20, 2002, by and among the Company, the stockholders party
thereto, Holdco and CIVC.

          "Record Date" for interest payable on any Interest Payment Date
(except a date for payment of default interest) means the June 1 and December 1
(whether or not a Business Day) as the case may be, immediately preceding such
Interest Payment Date.

          "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to this Indenture.

          "Redemption Price" when used with respect to any Note to be redeemed
means the price fixed for such redemption pursuant to this Indenture.

          "Refinancing Indebtedness" means Indebtedness that refunds, refinances
or extends any Indebtedness of the Company permitted to be incurred by the
Company or its Restricted Subsidiaries pursuant to the terms of this Indenture
(other than pursuant to clauses (1), (4), (5) and (7) through (15) of the
definition of "Permitted Indebtedness"), but only to the extent that

          (1) the Refinancing Indebtedness is subordinated to the Notes to at
     least the same extent as the Indebtedness being refunded, refinanced or
     extended;

          (2) either (a) the Refinancing Indebtedness is scheduled to mature
     after the maturity date of the Notes; or (b) the Refinancing Indebtedness
     has a weighted average life to maturity at the time such Refinancing
     Indebtedness is incurred that is equal to or greater than the weighted
     average life to maturity of the portion of the Indebtedness being refunded,
     refinanced or extended that is scheduled to mature on or prior to the
     maturity date of the Notes;

          (3) such Refinancing Indebtedness is in an aggregate principal amount
     that is equal to or less than the sum of

               (a) the aggregate principal amount then outstanding under the
          Indebtedness being refunded, refinanced or extended,

               (b) the amount of accrued and unpaid interest, if any, and
          premiums owed, if any, not in excess of preexisting prepayment
          provisions on such Indebtedness being refunded, refinanced or
          extended, and

               (c) the amount of fees, expenses and costs related to the
          incurrence of such Refinancing Indebtedness; and

<PAGE>

                                      -21-

          (4) such Refinancing Indebtedness is incurred by the same Person at
     the same level in the corporate structure as the Person that initially
     incurred the Indebtedness being refunded, refinanced or extended, except
     that the Company may incur Refinancing Indebtedness to refund, refinance or
     extend Indebtedness of any Wholly-Owned Subsidiary of the Company.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated as of December 20, 2002 among the Company, the Guarantors and
the Initial Purchasers.

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

          "Restricted Payment" means any of the following:

          (1) the declaration or payment of any dividend or any other
     distribution or payment on Capital Stock of the Company or any Restricted
     Subsidiary of the Company or any payment made to the direct or indirect
     holders (in their capacities as such) of Capital Stock of the Company or
     any Restricted Subsidiary of the Company other than: (a) dividends or
     distributions payable solely in Capital Stock (other than Disqualified
     Capital Stock) or in options, warrants or other rights to purchase Capital
     Stock (other than Disqualified Capital Stock), and (b) in the case of
     Restricted Subsidiaries of the Company, dividends or distributions payable
     to the Company or to a Wholly-Owned Subsidiary of the Company;

          (2) the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company or any of its Restricted
     Subsidiaries (other than Capital Stock owned by the Company or a
     Wholly-Owned Subsidiary of the Company, excluding Disqualified Capital
     Stock) or any option, warrants or other rights to purchase such Capital
     Stock;

          (3) the making of any principal payment on, or the purchase,
     defeasance, repurchase, redemption or other acquisition or retirement for
     value, prior to any scheduled maturity, scheduled repayment or scheduled
     sinking fund payment, of any Indebtedness that is subordinate in right of
     payment to the Notes other than subordinated Indebtedness acquired or
     repaid in anticipation of satisfying a scheduled sinking fund obligation,
     principal installment or final maturity (in each case due within one year
     of the date of acquisition);

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

          (5) any designation of a Restricted Subsidiary as an Unrestricted
     Subsidiary (valued at the fair market value of the net assets of such
     Restricted Subsidiary on the date of designation); and

          (6) forgiveness of any Indebtedness of an Affiliate of the Company
     (other than a Restricted Subsidiary) to the Company or a Restricted
     Subsidiary.

          For purposes of determining the amount expended for Restricted
Payments, cash distributed or invested shall be valued at the face amount
thereof and property other than cash shall be valued at its fair market value.

          "Restricted Security" has the meaning set forth in Rule 144(a)(3)
promulgated under the Securities Act; provided that the Trustee shall be
entitled to request and conclusively rely upon an Opinion of Counsel with
respect to whether any Note is a Restricted Security.

<PAGE>

                                      -22-

          "Restricted Subsidiary" means a Subsidiary of the Company other than
an Unrestricted Subsidiary and includes all of the Subsidiaries of the Company
existing as of the Issue Date. The Board of Directors of the Company may
designate any Unrestricted Subsidiary or any Person that is to become a
Subsidiary as a Restricted Subsidiary if immediately after giving effect to such
action (and treating any Acquired Indebtedness as having been incurred at the
time of such action), the Company could have incurred at least $1.00 of
additional Indebtedness other than the Coverage Ratio Exception.

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

          "Sale and Lease-Back Transaction" means any arrangement with any
Person providing for the leasing by the Company or any Restricted Subsidiary of
the Company of any real or tangible personal Property, which Property has been
or is to be sold or transferred by the Company or such Restricted Subsidiary to
such Person in contemplation of such leasing.

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

          "Senior Credit Facility" means the Credit Agreement dated as of
December 20, 2002, among the Company, the Company's Subsidiaries, the lenders
party thereto in their capacities as lenders thereunder and Antares Capital
Corporation, as agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

          "Senior Indebtedness" means the principal of and premium, if any, and
interest (including, without limitation, interest accruing or that would have
accrued but for the filing of a bankruptcy, reorganization or other insolvency
proceeding whether or not such interest constitutes an allowable claim in such
proceeding) on, and any and all other fees, expense reimbursement obligations
and other amounts due pursuant to the terms of all agreements, documents and
instruments providing for, creating, securing or evidencing or otherwise entered
into in connection with

          (1) all Indebtedness of the Company or any Guarantor owed to lenders
     under the Senior Credit Facility;

          (2) all obligations of the Company or any Guarantor with respect to
     hedging obligations;

          (3) all obligations of the Company or any Guarantor to reimburse any
     bank or other Person in respect of amounts paid under letters of credit,
     acceptances or other similar instruments;

          (4) all other Indebtedness of the Company or any Guarantor that does
     not expressly provide that it is to rank pari passu with or subordinate to
     the Notes or the Guarantee of such Guarantor, as the case may be; and

          (5) all deferrals, renewals, extensions and refundings of, and
     amendments, modifications and supplements to, any of the Senior
     Indebtedness described above.

<PAGE>

                                      -23-

          Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include

          (1) Indebtedness of the Company or any Guarantor to any of their
     respective Subsidiaries, or to any Affiliate of the Company or such
     Guarantor or any of such Affiliate's Subsidiaries;

          (2) Indebtedness represented by the Notes and the Guarantees;

          (3) any Indebtedness which by the express terms of the agreement or
     instrument creating, evidencing or governing the same is junior or
     subordinate in right of payment to any item of Senior Indebtedness;

          (4) any trade payable arising from the purchase of goods or materials
     or for services obtained in the ordinary course of business;

          (5) Indebtedness incurred in violation of this Indenture; and

          (6) Indebtedness represented by Disqualified Capital Stock.

          "Subsidiary" of any specified Person means any corporation,
partnership, limited liability company, joint venture, association or other
business entity, whether now existing or hereafter organized or acquired,

          (1) in the case of a corporation, of which more than 50% of the total
     voting power of the Capital Stock entitled (without regard to the
     occurrence of any contingency) to vote in the election of directors,
     officers or trustees thereof is held by such first-named Person or any of
     its Subsidiaries; or

          (2) in the case of a partnership, limited liability company, joint
     venture, association or other business entity, with respect to which such
     first-named Person or any of its Subsidiaries has the power to direct or
     cause the direction of the management and policies of such entity by
     contract or otherwise or if in accordance with GAAP such entity is
     consolidated with the first-named Person for financial statement purposes.

          "Temporary Cash Investments" means

          (1) Investments in marketable, direct obligations issued or guaranteed
     by the United States of America, or of any governmental agency or political
     subdivision thereof, maturing within 365 days of the date of purchase;

          (2) Investments in certificates of deposit, eurodollar time deposits,
     bankers' acceptance or overnight bank deposits issued by a bank organized
     under the laws of the United States of America or any state thereof or the
     District of Columbia, in each case having capital, surplus and undivided
     profits totaling more than $500.0 million and rated at least A by Standard
     & Poor's Rating Agency and A-2 by Moody's Investors Service, Inc., maturing
     within 365 days of purchase;

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

<PAGE>

                                      -24-

          (4) commercial paper having a rating no lower than "A-2" from Moody's
     Investor Service, Inc. or "P2" from Standard & Poor's Rating Services and
     in each case maturing within 12 months after the date of acquisition; or

          (5) Investments not exceeding 365 days in duration in money market
     funds that invest substantially all of such funds' assets in the
     Investments described in the preceding clauses (1), (2), (3) and (4).

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
(15 U.S. Code sections 77aaa-77bbbb) as in effect on the date of this Indenture
(except as provided in Section 8.03).

          "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer trust accounts.

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

          "Unrestricted Subsidiary" means

          (1) any Subsidiary of an Unrestricted Subsidiary; and

          (2) any Subsidiary of the Company which is classified after the Issue
     Date as an Unrestricted Subsidiary by a resolution adopted by the Board of
     Directors of the Company;

provided that a Subsidiary organized or acquired after the Issue Date may be so
classified as an Unrestricted Subsidiary only if such classification is in
compliance with Section 4.11.

The Trustee shall be given prompt notice by the Company of each Board Resolution
adopted by the Board of Directors of the Company under this provision, together
with a copy of each such Board Resolution adopted.

          "U.S. Government Obligations" means (a) securities that are direct
obligations of the United States of America for the payment of which its full
faith and credit are pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depositary receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or a specific payment of principal or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depositary receipt.

          "Wholly-Owned Subsidiary" of a specified Person means any Subsidiary
(or, if such specified Person is the Company, a Restricted Subsidiary), all of
the outstanding voting securities (other than directors' qualifying shares) of
which are owned, directly or indirectly, by such Person.

<PAGE>

                                      -25-

Section 1.02. Other Definitions.

          The definitions of the following terms may be found in the sections
indicated as follows:

                         Term                                 Defined in Section
                         ----                                 ------------------

"Additional Notes"........................................           2.02
"Affiliate Transaction"...................................           4.14
"Agent Members"...........................................           2.15
"Authenticating Agent"....................................           2.02
"Authentication Order"....................................           2.02
"Bankruptcy Law"..........................................           6.01
"Business Day"............................................          13.07
"Change of Control Offer".................................           4.16
"Change of Control Payment Date"..........................           4.16
"Change of Control Purchase Price"........................           4.16
"Covenant Defeasance".....................................           9.03
"Coverage Ratio Exception"................................           4.10
"Custodian"...............................................           6.01
"Event of Default"........................................           6.01
"Excess Proceeds".........................................           4.13
"Excess Proceeds Offer"...................................           4.13
"Excess Proceeds Payment Date"............................           4.13
"Funding Guarantor".......................................          10.03
"Global Notes"............................................           2.01
"Guarantee Payment Blockage Period".......................          11.03
"Guarantor Payment Blockage Notice".......................          11.03
"Guarantor Representative"................................          11.03
"Initial Blockage Period".................................          12.03
"Initial Guarantee Blockage Period".......................          11.03
"Legal Defeasance"........................................           9.02
"Legal Holiday"...........................................          13.07
"Paying Agent"............................................           2.03
"Payment Blockage Notice".................................          12.03
"Payment Blockage Period".................................          12.03
"Private Placement Legend"................................           2.17
"Registrar"...............................................           2.03
"Regulation S Global Note"................................           2.01
"Reinvestment Date".......................................           4.13
"Representative"..........................................          12.03
"Resale Restriction Termination Date".....................           2.16
"Rule 144A Global Note"...................................           2.01

Section 1.03. Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

<PAGE>

                                      -26-

          "indenture securities" means the Notes.

          "indenture securityholder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor on the indenture securities" means the Company, the
Guarantors or any other obligor on the Notes.

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

Section 1.04. Rules of Construction.

          Unless the context otherwise requires:

          (1) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

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

          (3) "or" is not exclusive;

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

          (5) words used herein implying any gender shall apply to every gender.

                                    ARTICLE 2

                                    THE NOTES

Section 2.01. Form and Dating.

          The Initial Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Exchange Notes and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit B hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or Depositary rule or usage. The form of
the Notes and any notation, legend or endorsement on them shall be satisfactory
to both the Company and the Trustee. Each Note shall be dated the date of its
issuance and shall show the date of its authentication.

          The terms and provisions contained in the Notes, annexed hereto as
Exhibits A and B, shall constitute, and are hereby expressly made, a part of
this Indenture and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

<PAGE>

                                      -27-

          The Notes shall be issued initially in the form of one or more
permanent global Notes (the "Global Notes"). Notes offered and sold (i) in
reliance on Rule 144A shall be issued initially in the form of one or more
permanent Global Notes in registered form, substantially in the form set forth
in Exhibit A (the " Rule 144A Global Note") and (ii) in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
permanent Global Notes in registered form, substantially in the form set forth
in Exhibit A (the "Regulation S Global Note"), and in each case shall be
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of any Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, as hereinafter provided.

Section 2.02. Execution and Authentication.

          The Notes shall be executed on behalf of the Company by two Officers
of the Company or an Officer and the Secretary of the Company. Such signature
may be either manual or facsimile.

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

          A Note shall not be valid until an authorized signatory of the Trustee
signs the certificate of authentication on the Note. Such signature may be
either manual or facsimile. Such signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

          The Trustee or an authentication agent (the "Authenticating Agent")
shall authenticate (i) Initial Notes for original issue on the date of this
Indenture in an aggregate principal amount not to exceed $150,000,000 and (ii)
Exchange Notes from time to time for issue only in exchange for a like principal
amount of Initial Notes, in each case upon written orders of the Company in the
form of an Officers' Certificate (an "Authentication Order"). Subject to
compliance with Section 4.10, the Trustee may authenticate Notes thereafter for
issuance upon an Authentication Order in an aggregate principal amount as
specified by such Authentication Order (the "Additional Notes"). Any
Authentication Order shall specify the amount of Notes to be authenticated, the
date on which the Notes are to be authenticated and the aggregate principal
amount of Notes outstanding on the date of authentication, whether the Notes are
to be Initial Notes, Additional Notes or Exchange Notes, and shall further
specify the amount of such Notes to be issued as the Global Note or Certificated
Notes. The aggregate principal amount of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07.

          Notwithstanding the foregoing, all Notes issued under this Indenture,
including any Additional Notes, shall vote and consent together on all matters
(as to which any of such Notes may vote or consent) as one class and no series
of Notes will have the right to vote or consent as a separate class on any
matter.

          The Trustee may appoint an Authenticating Agent to authenticate Notes.
Any such appointment shall be evidenced by an instrument signed by a Trust
Officer, a copy of which shall be furnished to the Company. An Authenticating
Agent may authenticate Notes whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same right as an Agent to
deal with the Company and Affiliates of the Company.

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 and integral multiples thereof.

<PAGE>

                                      -28-

Section 2.03. Registrar and Paying Agent.

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar"), an office
or agency located in the Borough of Manhattan, City of New York, State of New
York where Notes may be presented for payment ("Paying Agent") and an office or
agency where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Registrar shall keep a register of the
Notes and of their transfer and exchange. The Registrar shall provide the
Company a current copy of such register from time to time upon request of the
Company. The Company may have one or more co-Registrars and one or more
additional Paying Agents. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to any Holder.

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or agent for service of notices and
demands, or fails to give the foregoing notice, the Trustee shall act as such.
The Company initially appoints the Trustee as Registrar, Paying Agent and agent
for service of notices and demands in connection with the Notes.

Section 2.04. Paying Agent to Hold Assets in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee (or if the Company is acting as Paying Agent,
segregate and hold in trust for the benefit of the Holders or the Trustee) all
assets held by the Paying Agent for the payment of principal of, premium, if
any, or interest on Notes (whether such assets have been distributed to it by
the Company or any other obligor on the Notes), and shall notify the Trustee in
writing of any Default in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any Payment Default, upon written request to a Paying Agent,
require such Paying Agent to forthwith distribute to the Trustee all assets so
held in trust by such Paying Agent together with a complete accounting of such
sums. Upon distribution to the Trustee of all assets that shall have been
delivered by the Company to the Paying Agent, the Paying Agent shall have no
further liability for such assets.

Section 2.05. Noteholder 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
Holders. If the Trustee is not the Registrar, the Company shall furnish or cause
the Registrar to furnish to the Trustee, in writing at least five Business Days
before each Interest Payment Date, or 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 Holders which list may be
conclusively relied on by the Trustee.

Section 2.06. Transfer and Exchange.

          Subject to the provisions of Sections 2.15 and 2.16, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations of the same series, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the Notes
presented or surrendered for registration of transfer or exchange shall be duly
endorsed

<PAGE>

                                      -29-

or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing. To permit registrations of transfer
and exchanges, the Company shall execute and the Trustee shall authenticate
Notes at the Registrar's or co-Registrar's request. 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 or similar governmental
charge in connection therewith payable by the transferor of such Notes (other
than any such transfer taxes or similar governmental charge payable upon
exchanges or transfers pursuant to Section 2.10, 3.06, 4.13, 4.16 or 9.06, in
which event the Company shall be responsible for the payment of such taxes).

          The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the opening
of 15 Business Days before the mailing of a notice of redemption of Notes and
ending at the close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article 3, except the unredeemed
portion of any Note being redeemed in part.

          Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Notes may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry.

Section 2.07. Replacement Notes.

          If a mutilated Note is surrendered to the Trustee or if the Holder
presents evidence to the satisfaction of the Company and the Trustee that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Note. An indemnity bond may be
required by the Company or the Trustee that is sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Note is replaced. In every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or the
theft of such Note and the ownership thereof. Each of the Company and the
Trustee may charge for its expenses in replacing a Note. In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become due and payable,
the Company in its discretion may pay such Note instead of issuing a new Note in
replacement thereof. The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

          Every replacement Note is an additional obligation of the Company.

Section 2.08. Outstanding Notes.

          Notes outstanding at any time are all Notes authenticated by the
Trustee except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section 2.08 as not outstanding.

          If a Note is replaced pursuant to Section 2.07 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding until the Company
and the Trustee receive proof satisfactory to each of them that the replaced
Note is held by a protected purchaser. A mutilated Note ceases to be outstanding
upon surrender of such Note and replacement thereof pursuant to Section 2.07.

          If on a Redemption Date or the Maturity Date, the Paying Agent holds
U.S. legal tender sufficient to pay all of the principal and interest due on the
Notes payable on that date and is not prohibited from pay-

<PAGE>

                                      -30-

ing such money to the Holders thereof pursuant to the terms of this Indenture,
then on and after that date such Notes cease to be outstanding and interest on
them ceases to accrue.

Section 2.09. Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned by
the Company or any of its Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Trust Officer of the Trustee actually knows are so owned shall be
so considered. The Company shall notify the Trustee, in writing, when it or any
of its Affiliates repurchases or otherwise acquires Notes, of the aggregate
principal amount of such Notes so repurchased or otherwise acquired.

Section 2.10. Temporary Notes.

          Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate upon receipt
of a written order of the Company pursuant to Section 2.02 definitive Notes in
exchange for temporary Notes.

Section 2.11. Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel and dispose of, at the written direction of
the Company and deliver evidence of such disposal of all Notes surrendered for
registration of transfer, exchange, payment or cancellation. Subject to Section
2.07, the Company may not issue new Notes to replace Notes that it has paid or
delivered to the Trustee for cancellation. If the Company shall acquire any of
the Notes, such acquisition shall not operate as a redemption or satisfaction of
the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

Section 2.12. Defaulted Interest.

          The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under Bankruptcy Law) at the rate of
interest then borne by the Notes. The Company shall, to the extent lawful, pay
interest on overdue installments of interest (without regard to any applicable
grace periods) at the rate of interest then borne by the Notes.

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, as of a recent date selected by the Company, with a copy to the Trustee,
a notice that states the subsequent special record

<PAGE>

                                      -31-

date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

          Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30-day period set forth in Section 6.01(b) shall be paid to
Holders as of the Record Date for the Interest Payment Date for which interest
has not been paid.

Section 2.13. Deposit of Moneys.

          Prior to 10:00 a.m., New York City time, on each Interest Payment
Date, Redemption Date, Change of Control Payment Date, Excess Proceeds Payment
Date and Maturity Date, the Company shall have deposited with the Paying Agent
in immediately available funds U.S. legal tender sufficient to make payments, if
any, due on such Interest Payment Date, Redemption Date, Change of Control
Payment Date, Excess Proceeds Payment Date or Maturity Date, as the case may be,
in a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date, Redemption Date, Change of Control Payment Date,
Excess Proceeds Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depositary or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Notes in
certificated form shall be payable at the office of the Paying Agent.

Section 2.14. CUSIP Number.

          The Company in issuing the Notes may use one or more "CUSIP" numbers,
and if so, the Trustee shall use such CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
numbers printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.15. Book-Entry Provisions for Global Notes.

          (a) The Global Notes initially shall (i) be registered in the name of
the Depositary or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 2.17.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary or under the Global Note, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of the Global Note 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 Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder.

          (b) Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Certificated Notes in accordance with the rules and
procedures of the Depositary and the provisions of Section 2.16. In addition,
Certificated Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in Global Notes if (i) the Depositary (x) notifies
the Company that it is unwilling or unable to continue as Depositary for any
Global Note or (y) has ceased to be a clearing company registered under the
Ex-

<PAGE>

                                      -32-

change Act and, in each case, a successor depositary is not appointed by the
Company within 90 days of such notice or (ii) a Default or an Event of Default
has occurred and is continuing and the Registrar has received a written request
from the Depositary to issue Certificated Notes.

          (c) In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall, upon receipt of an authentication order from the Company
in the form of an Officers' Certificate, authenticate and deliver, to each
beneficial owner identified by the Depositary in writing in exchange for its
beneficial interest in the Global Notes, an equal aggregate principal amount of
Certificated Notes of authorized denominations.

          (d) Any Certificated Note constituting a Restricted Security delivered
in exchange for an interest in a Global Note pursuant to paragraph (b) or (c)
shall, except as otherwise provided by Section 2.16, bear the Private Placement
Legend.

          (e) The Holder of any Global Note may 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 Holder is entitled
to take under this Indenture or the Notes.

Section 2.16. Registration of Transfers and Exchanges.

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

          (i) to register the transfer of the Certificated Notes; or

          (ii) to exchange such Certificated Notes for an equal principal amount
     of Certificated Notes of other authorized denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the
Certificated Notes presented or surrendered for registration of transfer or
exchange:

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

          (II) in the case of Certificated Notes the offer and sale of which
     have not been registered under the Securities Act and are presented for
     transfer or exchange prior to (x) the date which is two years after the
     later of the date of original issue and the last date on which the Company
     or any Affiliate of the Company was the owner of such Note, or any
     predecessor thereto and (y) such later date, if any, as may be required by
     any subsequent change in applicable law (the "Resale Restriction
     Termination Date"), such Certificated Notes shall be accompanied, in the
     sole discretion of the Company, by the following additional information and
     documents, as applicable:

               (A) if such Certificated Note is being delivered to the Registrar
          or co-Registrar by a Holder for registration in the name of such
          Holder, without transfer, a certification to that effect
          (substantially in the form of Exhibit C hereto); or

<PAGE>

                                      -33-

               (B) if such Certificated Note is being transferred to a Qualified
          Institutional Buyer in accordance with Rule 144A, a certification to
          that effect (substantially in the form of Exhibit C hereto); or

               (C) if such Certificated Note is being transferred in reliance on
          Regulation S, delivery of a certification to that effect
          (substantially in the form of Exhibit C hereto) and a transferor
          certificate for Regulation S transfers substantially in the form of
          Exhibit E hereto; or

               (D) if such Certificated Note is being transferred to an
          Institutional Accredited Investor, delivery of certification to that
          effect (substantially in the form of Exhibit C hereto), certificates
          of the transferee in substantially the form of Exhibit D and, at the
          option of the Company, an Opinion of Counsel reasonably satisfactory
          to the Company to the effect that such transfer is in compliance with
          the Securities Act; or

               (E) if such Certificated Note is being transferred in reliance on
          Rule 144 under the Securities Act, delivery of a certification to that
          effect substantially in the form of Exhibit C hereto) and, at the
          option of the Company, an Opinion of Counsel reasonably satisfactory
          to the Company to the effect that such transfer is in compliance with
          the Securities Act; or

               (F) if such Certificated Note is being transferred in reliance on
          another exemption from the registration requirements of the Securities
          Act, a certification to that effect (substantially in the form of
          Exhibit C hereto) and, at the option of the Company, an Opinion of
          Counsel reasonably satisfactory to the Company to the effect that such
          transfer is in compliance with the Securities Act.

          (b) Restrictions on Transfer of a Certificated Note for a Beneficial
Interest in a Global Note. A Certificated Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of a
Certificated Note, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with:

          (A) in the case of Certificated Notes, the offer and sale of which
     have not been registered under the Securities Act and which are presented
     for transfer prior to the Resale Restriction Termination Date,
     certification, substantially in the form of Exhibit C hereto, that such
     Certificated Note is being transferred (I) to a Qualified Institutional
     Buyer or (II) in an offshore transaction in reliance on Regulation S (and,
     in the case of this clause II, the Company shall have received a transferor
     certificate for Regulation S transfers substantially in the form of Exhibit
     E hereto and, at the option of the Company, an Opinion of Counsel
     reasonably satisfactory to the Company to the effect that such transaction
     is in compliance with the Securities Act); and

          (B) written instructions from the Holder thereof directing the
     Registrar or co-Registrar to make, or to direct the Depositary to make, an
     endorsement on the applicable Global Note to reflect an increase in the
     aggregate amount of the Notes represented by the Global Note,

then the Registrar or co-Registrar shall cancel such Certificated Note and
cause, or direct the Depositary to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar or
co-Registrar, the principal amount of Notes represented by the applicable Global
Note to be increased accordingly. If no Global Note representing Notes held by
Qualified Institutional Buyers or Persons acquiring Notes in offshore
transactions in reliance on Regulation S, as the case may be, is then
outstanding, the Company shall is-

<PAGE>

                                      -34-

sue and the Trustee shall, upon receipt of an authentication order in the form
of an Officers' Certificate in accordance with Section 2.02, authenticate such a
Global Note in the appropriate principal amount.

          (c) Transfer and Exchange of Global Notes. The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the
Depositary in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the procedures of the Depositary therefor. Upon
receipt by the Registrar or co-Registrar of written instructions, or such other
instruction as is customary for the Depositary, from the Depositary or its
nominee, requesting the registration of transfer of an interest in a U.S. Global
Note or Regulation S Global Note, as the case may be, to another type of Global
Note, together with the applicable Global Notes (or, if the applicable type of
Global Note required to represent the interest as requested to be transferred is
not then outstanding, only the Global Note representing the interest being
transferred), the Registrar or co-Registrar shall cancel such Global Notes (or
Global Note) and the Company shall issue and the Trustee shall, upon receipt of
an authentication order in the form of an Officers' Certificate in accordance
with Section 2.02, authenticate new Global Notes of the types so cancelled (or
the type so cancelled and applicable type required to represent the interest as
requested to be transferred) reflecting the applicable increase and decrease of
the principal amount of Notes represented by such types of Global Notes, giving
effect to such transfer. If the applicable type of Global Note required to
represent the interest as requested to be transferred is not outstanding at the
time of such request, the Company shall issue and the Trustee shall, upon
written instructions from the Company in accordance with Section 2.02,
authenticate a new Global Note of such type in principal amount equal to the
principal amount of the interest requested to be transferred.

          (d) Transfer of a Beneficial Interest in a Global Note for a
Certificated Note. (i) Any Person having a beneficial interest in a Global Note
may upon request exchange such beneficial interest for a Certificated Note. Upon
receipt by the Registrar or co-Registrar of written instructions, or such other
form of instructions as is customary for the Depositary, from the Depositary or
its nominee on behalf of any Person having a beneficial interest in a Global
Note and upon receipt by the Trustee of a written order or such other form of
instructions as is customary for the Depositary or the Person designated by the
Depositary as having such a beneficial interest containing registration
instructions and, in the case of any such transfer or exchange of a beneficial
interest in Notes the offer and sale of which have not been registered under the
Securities Act and which Notes are presented for transfer or exchange prior to
the Resale Restriction Termination Date, the following additional information
and documents:

          (A) if such beneficial interest is being transferred to the Person
     designated by the Depositary as being the beneficial owner, a certification
     from such Person to that effect (substantially in the form of Exhibit C
     hereto); or

          (B) if such beneficial interest is being transferred to a Qualified
     Institutional Buyer in accordance with Rule l44A, a certification to that
     effect (substantially in the form of Exhibit C hereto); or

          (C) if such beneficial interest is being transferred in reliance on
     Regulation S, delivery of a certification to that effect (substantially in
     the form of Exhibit C hereto) and a transferor certificate for Regulation S
     transfers substantially in the form of Exhibit E hereto; or

          (D) if such beneficial interest is being transferred to an
     Institutional Accredited Investor, delivery of certification (substantially
     in the form of Exhibit C hereto), a certificate of the transferee in
     substantially the form of Exhibit D and, at the option of the Company, an
     Opinion of Counsel reasonably satisfactory to the Company to the effect
     that such transfer is in compliance with the Securities Act; or

<PAGE>

                                      -35-

          (E) if such beneficial interest is being transferred in reliance on
     Rule 144 under the Securities Act, delivery of a certification to that
     effect (substantially in the form of Exhibit C hereto) and, at the option
     of the Company, an Opinion of Counsel reasonably satisfactory to the
     Company to the effect that such transfer is in compliance with the
     Securities Act; or

          (F) if such beneficial interest is being transferred in reliance on
     another exemption from the registration requirements of the Securities Act,
     a certification to that effect (substantially in the form of Exhibit C
     hereto) and, at the option of the Company, an Opinion of Counsel reasonably
     satisfactory to the Company to the effect that such transfer is in
     compliance with the Securities Act,

then the Registrar or co-Registrar will cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar or
co-Registrar, the aggregate principal amount of the applicable Global Note to be
reduced and, following such reduction, the Company will execute and, upon
receipt of an authentication order in the form of an Officers' Certificate in
accordance with Section 2.02, the Trustee will authenticate and deliver to the
transferee a Certificated Note in the appropriate principal amount.

          (ii) Certificated Notes issued in exchange for a beneficial interest
in a Global Note pursuant to this Section 2.16(d) shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Registrar or co-Registrar in writing. The Registrar or co-Registrar
shall deliver such Certificated Notes to the Persons in whose names such
Certificated Notes are so registered.

          (e) Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provisions of this Indenture, a Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

          (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar or
co-Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless, and the Trustee is hereby authorized
to deliver Notes without the Private Placement Legend if, (i) the Resale
Restriction Termination Date shall have occurred, (ii) there is delivered to the
Trustee an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act.

          (g) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

          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 Note (including any transfers between or among Agent Members or
beneficial owners of interest in any Global Note) 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.

<PAGE>

                                      -36-

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

Section 2.17. Restrictive Legends.

          Each Global Note and Certificated Note that constitutes a Restricted
Security shall bear the following legend (the "Private Placement Legend") on the
face thereof until the Resale Restriction Termination Date, unless otherwise
agreed to by the Company and the Holder thereof:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
     OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
     BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
     HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE
     "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF
     THE ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY,
     OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
     PREDECESSOR OF THIS NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
     (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES
     TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
     INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH 501(a)(1), (2), (3), or (7)
     UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
     FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
     LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
     RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE
     OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN
     AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
     ACT, (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) WILL GIVE TO EACH
     PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
     EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR
     TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFER IS
     BEING MADE PURSUANT TO CLAUSE (C) OR (E) ABOVE, PRIOR TO SUCH TRANSFER, THE
     HOLDER WILL BE REQUIRED TO FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
     CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
     REASONABLY REQUIRE 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 SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
     TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
     THEM BY REGULATION S UNDER THE SECURITIES ACT.

          Each Global Note shall also bear the following legend:

          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR

<PAGE>

                                      -37-

     A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
     EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
     DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS
     NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
     NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
     DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
     IN THE INDENTURE.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
     BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE
     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
     SECTION 2.16 OF THE INDENTURE.

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01. Notices to Trustee.

          If the Company elects to redeem Notes pursuant to paragraph 7 of the
Notes, at least 45 days prior to the Redemption Date or during such shorter
period as the Trustee may agree to, the Company shall notify the Trustee in
writing of the Redemption Date, the principal amount of Notes to be redeemed and
the Redemption Price, and deliver to the Trustee an Officers' Certificate
stating that such redemption will comply with the conditions contained herein
and in the Notes, as appropriate.

Section 3.02. Selection of Notes to Be Redeemed.

          In the event that less than all of the Notes are to be redeemed at any
time, selection of the Notes to be redeemed shall be made by the Trustee in
compliance with the requirements of the principal securities exchange, if any,
on which such Notes are listed or, on a pro rata basis, by lot or by such method
as the Trustee shall deem fair and appropriate; provided, however, that no Notes
of a principal amount of $1,000 or less shall be redeemed in part; provided,
further, that if a partial redemption is made with the proceeds of any Public
Equity Offering, selection of the Notes or portions thereof for redemption shall
be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis
as is practicable (subject to the procedures of the Depositary), unless such
method is otherwise prohibited. On and after the Redemption Date, interest will
cease to accrue on Notes or portions thereof called for redemption as long as
the Company has deposited with the Paying Agent U.S. legal tender in
satisfaction of the applicable Redemption Price pursuant to this Indenture.

Section 3.03. Notice of Redemption.

          Notice of redemption shall be mailed by first class mail at least 30
but not more than 60 days before the Redemption Date to each Holder to be
redeemed at its registered address. If any Note is to be redeemed in part only,
the notice of redemption that relates to such Note shall state the portion of
the principal amount thereof to be redeemed.

<PAGE>

                                      -38-

          The notice shall identify the Notes to be redeemed (including the
CUSIP number(s) thereof) and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price and the amount of accrued interest, if any,
     to be paid;

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

          (4) the name, address and telephone number of the Paying Agent;

          (5) that Notes called for redemption must be surrendered to the Paying
     Agent at the address specified to collect the Redemption Price plus accrued
     interest, if any;

          (6) that, unless the Company defaults in making the redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the Redemption Date and the only remaining right of the Holders is to
     receive payment of the Redemption Price plus accrued interest to the
     Redemption Date upon surrender of the Notes to the Paying Agent;

          (7) the subparagraph of the Notes pursuant to which the Notes called
     for redemption are being redeemed; and

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

Section 3.04. Effect of Notice of Redemption.

          Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price, plus accrued interest to the Redemption Date, if any. Upon
surrender to the Paying Agent, such Notes shall be paid at the Redemption Price,
plus accrued interest to the Redemption Date, if any; provided that if the
Redemption Date is after a Record Date and on or prior to the Interest Payment
Date, the accrued interest shall be payable to the Holder of the redeemed Notes
registered on the relevant Record Date.

Section 3.05. Deposit of Redemption Price.

          On or prior to 10:00 a.m., New York City time, on each Redemption
Date, the Company shall have deposited with the Paying Agent in immediately
available funds U.S. legal tender sufficient to pay the Redemption Price of and
accrued interest on all Notes to be redeemed on that date.

          On and after any Redemption Date, if U.S. legal tender sufficient to
pay the Redemption Price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of
and, subject to the first proviso in Section 3.04, accrued and unpaid interest
on such Notes to the Redemption Date. If any Note called for redemption

<PAGE>

                                      -39-

shall not be so paid, interest will continue to accrue and be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Note and any interest not paid on such unpaid principal, in each case, at
the rate and in the manner provided for in Section 2.12.

Section 3.06. Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for a Holder a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.

                                    ARTICLE 4

                                    COVENANTS

Section 4.01. Payment of Notes.

          The Company shall pay the principal of and interest (including all
Additional Interest as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds, for the benefit of the Holders, on
that date U.S. legal tender designated for and sufficient to pay such
installment in full and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture.

          The Company shall pay interest on overdue principal and interest on
overdue interest, to the extent lawful as provided for in Section 2.12.

Section 4.02. Provision of Financial Statements and Other Information.

          (A) Whether or not required by the Commission, so long as any Notes
are outstanding, the Company will furnish to the Trustee and the Holders, within
the time periods specified in the Commission's rules and regulations:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K if the Company were required to file such Forms, including a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" and, with respect to the annual information only, a report on
     the annual financial statements by the Company's certified independent
     accountants; and

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

          If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph will 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.

<PAGE>

                                      -40-

          (B) In addition, whether or not required by the Commission, the
Company will file a copy of all of the information and reports referred to in
clauses (A)(1) and (A)(2) above with the Commission for public availability
within the time periods specified in the Commission's rules and regulations
(unless the Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request. The
Company will also furnish to Holders, securities analysts and prospective
investors upon request the information required to be delivered pursuant to Rule
144 and Rule 144A(d)(4) under the Securities Act. The Company shall also comply
with the provisions of TIA Section 314(a).

Section 4.03. Waiver of Stay, Extension or Usury Laws.

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

Section 4.04. Compliance Certificate; Notice of Default; Tax Information.

          (a) The Company shall deliver to the Trustee, within 120 days after
the end of the Company's fiscal year an Officers' Certificate (one of the
signers of which shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company) stating that a review of
the activities of the Company and its Subsidiaries during such fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and, in the case of Restricted Payments, listing all Restricted
Payments for such fiscal year and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all or such Defaults
or Events of Default of which he or she may have knowledge and what action each
is taking or proposes to take with respect thereto) and that to the best of his
or her knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest, if any, on the Notes
are prohibited or if such event has occurred, a description of the event and
what action the Company is taking or proposes to take with respect thereto. The
Officers' Certificate shall also notify the Trustee should the Company elect to
change the manner in which it fixes its fiscal year end.

          (b) The annual financial statements delivered pursuant to Section 4.02
shall be accompanied by a written report addressed to the Trustee of the
Company's independent accountants (who shall be a firm of established national
reputation) that in conducting their audit of such financial statements nothing
has come to their attention that would lead them to believe that a Default or
Event of Default has occurred under this Indenture insofar as they relate to
accounting matters or, if any such violation has occurred, specifying the nature
and period of existence thereof, it being understood that such accountants shall
not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

          (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed default under this Indenture of the

<PAGE>

                                      -41-

Notes, the Company shall deliver to the Trustee, at its address set forth in
Section 13.02, by registered or certified mail or by telegram, telex or
facsimile transmission followed by hard copy by registered or certified mail an
Officers' Certificate specifying such Default or Event of Default, notice or
other action, the status thereof and what action the Company is taking or
proposes to take within five Business Days of its becoming aware of such
occurrence.

          (d) The Company shall calculate and deliver to the Trustee all
original issue discount information to be reported by the Trustee to Holders as
required by applicable law.

Section 4.05. Payment of Taxes and Other Claims.

          The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Subsidiaries or
Properties of it or any of its Subsidiaries and (ii) all lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
the Property of it or any of its Subsidiaries; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted for which adequate reserves, to the extent
required under GAAP, have been taken.

Section 4.06. Corporate Existence.

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

Section 4.07. Maintenance of Office or Agency.

          The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York where Notes may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee as set forth in Section 13.02.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind

<PAGE>

                                      -42-

such designations. The Company shall give prompt written notice to the Trustee
of such designation or rescission and of any change in the location of any such
other office or agency.

          The Company hereby initially designates the Corporate Trust Office of
the Trustee as such office of the Company.

Section 4.08. Compliance with Laws.

          The Company shall comply, and shall cause each of its Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as would not in the aggregate have a
material adverse effect on the financial condition or results of operations of
the Company and its Subsidiaries taken as a whole.

Section 4.09. Maintenance of Properties and Insurance.

          (a) The Company shall cause all material Properties owned by or leased
by it or any of its Subsidiaries used or useful to the conduct of the Company's
business or the business of any of its Subsidiaries to be maintained and kept in
normal condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in its judgment may
be necessary, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.09 shall prevent the Company or any of its
Subsidiaries from discontinuing the use, operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Board of Directors of the Company or of the Board of
Directors of any Subsidiary of the Company concerned, or of an officer (or other
agent employed by the Company or of any of its Subsidiaries) of the Company or
any of its Subsidiaries having managerial responsibility for any such Property,
desirable in the conduct of the business of the Company or any Subsidiary of the
Company, and if such discontinuance or disposal is not adverse in any material
respect to the Holders.

          (b) The Company shall maintain, and shall cause its respective
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, workers' compensation and
interruption of business insurance.

Section 4.10. Limitation on Additional Indebtedness.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness
(including Acquired Indebtedness) other than Permitted Indebtedness; provided
that, if no Default or Event of Default has occurred and is continuing at the
time or as a consequence of the incurrence of such Indebtedness, the Company or
any of the Guarantors may incur Indebtedness (including Acquired Indebtedness)
and the Restricted Subsidiaries of the Company that are not Guarantors may incur
Acquired Indebtedness, in each case, if after giving effect to the incurrence of
such Indebtedness and the receipt and application of the proceeds thereof, the
Company's Consolidated Fixed Charge Coverage Ratio is at least (i) 2.0 to 1 if
the date of such incurrence is on or prior to December 31, 2005 or (ii) 2.25 to
1 if the date of such incurrence is after December 31, 2005 (the "Coverage Ratio
Exception").

<PAGE>

                                      -43-

Section 4.11. Limitation on Restricted Payments.

          (A) The Company shall not make, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, make, any Restricted
Payment, unless:

          (1) no Default or Event of Default shall have occurred and be
     continuing at the time of or immediately after giving effect to such
     Restricted Payment;

          (2) immediately before and after giving effect to such Restricted
     Payment, the Company could incur $1.00 of additional Indebtedness under the
     Coverage Ratio Exception; and

          (3) immediately after giving effect to such Restricted Payment, the
     aggregate of all Restricted Payments declared or made after the Issue Date
     (excluding payments made pursuant to clauses (2), (3), (4), (5), (6), (7),
     (9) and (10) of paragraph (B) below) does not exceed the sum of

               (a) 50% of the Consolidated Net Income accrued during the period
          (treated as one accounting period) from September 30, 2002 to the end
          of the most recent fiscal quarter 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 aggregate Net Proceeds and the fair market value
          of securities or other property received by the Company from the issue
          or sale, after the Issue Date, of Capital Stock (other than
          Disqualified Capital Stock or Capital Stock of the Company issued to
          any Subsidiary of the Company) of the Company or any Indebtedness or
          other securities of the Company convertible into or exercisable or
          exchangeable for Capital Stock (other than Disqualified Capital Stock)
          of the Company that have been so converted or exercised or exchanged,
          as the case may be, plus

               (c) without duplication of any amounts included in clause (3)(b)
          above, 100% of the aggregate net proceeds of any equity contribution
          received by the Company from a holder of the Company's Capital Stock
          (excluding, in the case of clauses (3)(b) and (c), any net cash
          proceeds from a Public Equity Offering to the extent used to redeem
          the Notes, in compliance with the provisions set forth in Article 3
          and paragraph 7 of the Notes), plus

               (d) to the extent not included in the calculation of Consolidated
          Net Income referred to in clause (3)(a) above, an amount equal to,
          without duplication:

                    (i) 100% of the cash return of capital with respect to any
               Investment received by the Company or any Restricted Subsidiary
               upon the sale or other disposition of any Investment (other than
               a Permitted Investment) made by the Company or any Restricted
               Subsidiary since the Issue date, plus

                    (ii) the net reduction in Investments (other than Permitted
               Investments) in any Person resulting from dividends, repayments
               of loans or advances or other transfers of assets subsequent to
               the Issue Date, in each case to the Company or any Restricted
               Subsidiary from such Person, plus

                    (iii) the portion (proportionate to the Company's equity
               interest in such Subsidiary) of the cash return of capital in
               respect of the net assets of such Unre-

<PAGE>

                                      -44-

               stricted Subsidiary is designated, or liquidated or merged into,
               a Restricted Subsidiary,

               provided, however, that the sum of clauses (d)(i), (d)(ii) and
               (d)(iii) above shall not exceed the aggregate amount of all such
               Investments made subsequent to the Issue Date.

          For purposes of determining under clause (3) above, the amount
expended for Restricted Payments, cash distributed shall be valued at the face
amount thereof and property other than cash shall be valued at its fair market
value determined, in good faith, by the Board of Directors of the Company.

          (B)  The provisions of this Section 4.11 shall not prohibit

          (1) the payment of any dividend within 60 days after the date of
     declaration thereof, if at such date of declaration such dividend would
     comply with the provisions of this Indenture;

          (2) the repurchase, redemption or other acquisition or retirement of
     any shares of Capital Stock of the Company or subordinated Indebtedness by
     conversion into, or by or in exchange for, shares of Capital Stock (other
     than Disqualified Capital Stock), or out of the Net Proceeds of the
     substantially concurrent capital contribution or sale (other than to a
     Subsidiary of the Company) of other shares of Capital Stock of the Company
     (other than Disqualified Capital Stock);

          (3) the redemption or retirement of Indebtedness of the Company
     subordinated in right of payment to the Notes in exchange for, by
     conversion into or out of the Net Proceeds of a substantially concurrent
     incurrence of Indebtedness (other than any Indebtedness owed to a
     Subsidiary) of the Company that is contractually subordinate in right of
     payment to the Notes to at least the same extent as the subordinated
     Indebtedness being redeemed or retired;

          (4) the retirement of any shares of Disqualified Capital Stock by
     conversion into, or by exchange for, shares of Disqualified Capital Stock,
     or out of the Net Proceeds of the substantially concurrent sale (other than
     to a Subsidiary of the Company) of other shares of Disqualified Capital
     Stock;

          (5) so long as no Default of Event of Default shall have occurred and
     be continuing, at the time of or immediately after giving effect to such
     payment, the purchase, redemption or other acquisition for value (or any
     dividend or distribution made by the Company to the Company's direct or
     indirect parent to fund such purchase, redemption, or acquisition) of
     shares of Capital Stock (other than Disqualified Capital Stock) or options
     on such shares of Capital Stock of the Company or the Company's direct or
     indirect parent held by officers or employees or former officers or
     employees (or their estates or beneficiaries under their estates) of the
     Company or Holdco or any of their respective Subsidiaries upon the death,
     disability, retirement or termination of employment of such current or
     former officers or employees; provided that the aggregate cash
     consideration paid, or distributions or payments made, for all such
     repurchased, redeemed, acquired or retired Equity Interests shall not
     exceed in any calendar year $2.0 million (with unused amounts in any
     calendar year being carried over to succeeding calendar years (without
     giving effect to the following proviso)) or $5.0 million in the aggregate
     from and after the Issue Date; provided further that such amount in any
     calendar year may be increased by the amount of the cash proceeds from the
     sale of Capital Stock of the Company or its direct or indirect parent (to
     the extent the proceeds are contributed to the capital of the Company, its
     direct or indirect parent) to members of management, directors, employees
     or consultants of the Company and its Subsidiaries that occurs after the
     Issue Date;

<PAGE>

                                      -45-

          (6) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of the Company or any Restricted Subsidiary with
     the net cash proceeds from an incurrence of Refinancing Indebtedness;

          (7) repurchases of Capital Stock deemed to occur upon the cashless
     exercise of stock options and warrants;

          (8) payments made or performance under the Indemnity Agreement;

          (9) the payment of dividends, other distributions, loans, advances or
     other amounts by the Company to its direct or indirect parent to pay
     corporate overhead incurred in the ordinary course of business, up to an
     aggregate under this clause (9) of $500,000 per fiscal year plus any bona
     fide indemnification claims made by directors or officers of Holdco;

          (10) the declaration and payment of dividends to, or the making of
     loans in amounts required for such party to pay:

               (a) franchise taxes and other fees, taxes and expenses required
          to maintain its corporate existence, and

               (b) federal, state and local income taxes, to the extent such
          income taxes are attributable to the income of Holdco; provided,
          however, that in each case the amount of such payments in any fiscal
          year do not exceed the amount that Holdco would be required to pay in
          respect of federal, state and local taxes for such fiscal period were
          Holdco to pay such taxes as a stand-alone taxpayer, and

          (11) so long as no Default shall have occurred and be continuing or
     would be caused thereby, other Restricted Payments in an aggregate amount
     not to exceed $7.5 million since the date of this Indenture.

          (C) Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that

          (1) such Restricted Payment is permitted and setting forth the basis
     upon which the calculations required by this Section 4.11 were computed,
     which calculations may be based upon the Company's latest available
     financial statements, and

          (2) to the extent that the absence of a Default or an Event of Default
     is a condition to the making of such Restricted Payment, that no Default or
     Event of Default exists and is continuing and no Default or Event of
     Default will occur immediately after giving effect to any Restricted
     Payments.

Section 4.12. Limitation on Other Senior Subordinated Indebtedness.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur, contingently or otherwise, any
Indebtedness (other than the Notes and the Guarantees, as the case may be) that
is both

          (1) subordinate in right of payment to any other Indebtedness of the
     Company or its Restricted Subsidiaries, as the case may be, and

<PAGE>

                                      -46-

          (2) senior in right of payment to the Notes and the Guarantees, as the
     case may be.

For purposes of this Section 4.12, Indebtedness is deemed to be senior in right
of payment to the Notes and the Guarantees, as the case may be, if it is not
explicitly subordinated in right of payment to Senior Indebtedness at least to a
substantially similar extent as the Notes and the Guarantees, as the case may
be, are subordinate to Senior Indebtedness.

          No Indebtedness shall be deemed to be subordinated in right of payment
to any other Indebtedness of the Company or any Restricted Subsidiary solely by
virtue of being unsecured.

Section 4.13. Limitation on Certain Asset Sales.

          (A) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (1) the Company or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such sale or other disposition at
     least equal to the fair market value thereof;

          (2) not less than 75% of the consideration received by the Company or
     its Subsidiaries, as the case may be, is in the form of cash or Temporary
     Cash Investments; provided that the following shall be deemed to be cash
     for purposes of this clause (2):

               (a) the amount (without duplication) of any Indebtedness (other
          than Subordinated Obligations) of the Company or such Restricted
          Subsidiary that is expressly assumed by the transferee in such Asset
          Sale and with respect to which the Company or such Restricted
          Subsidiary, as the case may be, is unconditionally released by the
          holder of such Indebtedness; and

               (b) the amount of any obligations received from such transferee
          that are within 90 days repaid, converted into or sold or otherwise
          disposed of for cash or Temporary Cash Investments (to the extent of
          the cash or Temporary Cash Investments actually so received); and

          (3) the Asset Sale Proceeds received by the Company or such Restricted
     Subsidiary are applied no later than 365 days following the consummation
     thereof, in an amount equal to all or any of the Asset Sale Proceeds
     therefrom as follows:

               (a) to repay Senior Indebtedness, provided, however that any such
          repayment shall result in a permanent reduction of the commitments
          thereunder in an amount equal to the principal amount so repaid;
          and/or

               (b) to make an investment in assets, including Capital Stock or
          other securities purchased in connection with the acquisition of
          Capital Stock, or property of another Person used or useful in
          businesses similar or ancillary to the business of the Company or such
          Restricted Subsidiary as conducted at the time of such Asset Sale,
          provided that such investment occurs on or prior to the 366th day
          following receipt of such Asset Sale Proceeds (the "Reinvestment
          Date").

          (B) The amount of Available Asset Sale Proceeds not applied or
invested as provided in (A)(3) above will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds equals or ex-

<PAGE>

                                      -47-

ceeds $10,000,000 (at which time, the entire unutilized Excess Proceeds, and not
just the amount in excess of $10,000,000, shall be applied as required by this
clause (B)), the Company will be required to make an offer to purchase at a
purchase price in cash equal to 100% of the principal amount thereof plus
accrued and unpaid interest from all Holders an aggregate principal amount of
Notes equal to the amount of such Excess Proceeds (an "Excess Proceeds Offer")
in accordance with the procedures set forth in this Indenture.

          (C) If the Company is required to make an Excess Proceeds Offer, the
Company shall mail, within 30 days following the Reinvestment Date, a notice to
the Holders. Such notice shall be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder, at the address appearing in the register
maintained by the Registrar of the Notes, and shall state:

          (1) that the Excess Proceeds Offer is being made pursuant to this
     Section 4.13;

          (2) that such Holders have the right to require the Company to apply
     the Excess Proceeds to repurchase such Notes at a purchase price in cash
     equal to 100% of the principal amount thereof plus accrued and unpaid
     interest, if any, thereon to the date of purchase which shall be no earlier
     than 30 days and not later than 60 days from the date such notice is mailed
     (the "Excess Proceeds Payment Date");

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

          (4) that any Notes accepted for payment pursuant to the Excess
     Proceeds Offer shall cease to accrue interest after the Excess Proceeds
     Payment Date;

          (5) that Holders accepting the offer to have their Notes purchased
     pursuant to an Excess Proceeds Offer will be required to surrender the
     Notes, with the form entitled "Option of Holder to Elect Purchase" on the
     reverse of the Note completed, to the Paying Agent at the address specified
     in the notice prior to the close of business on the Business Day preceding
     the Excess Proceeds Payment Date;

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

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

          (8) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, provided that each Note purchased and each such new
     Note issued shall be in an original principal amount in denominations of
     $1,000 and integral multiples thereof;

          (9) the calculations used in determining the amount of Excess Proceeds
     to be applied to the repurchase of such Notes;

<PAGE>

                                      -48-

          (10) any other procedures that a Holder must follow to accept an
     Excess Proceeds Offer or effect withdrawal of such acceptance; and

          (11) the name and address of the Paying Agent.

          On the Excess Proceeds Payment Date, the Company shall, to the extent
lawful, (1) accept for payment, on a pro rata basis to the extent necessary,
Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, (2) by
10:00 a.m., New York City time deposit with the Paying Agent U.S. legal tender
sufficient to pay the purchase price plus accrued and unpaid interest, if any,
on the Notes to be purchased or portions thereof and (3) deliver or cause to be
delivered to the Trustee, Notes so accepted together with an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 4.13. The
Paying Agent shall promptly mail or wire transfer to each Holder so accepted
payment in an amount equal to the purchase price for such Notes, and the Company
shall execute and issue, and the Trustee shall promptly authenticate and make
available for delivery to such Holder, a new Note equal in principal amount to
any unpurchased portion of the Notes surrendered; provided that each such new
Note shall be issued in an original principal amount in denominations of $1,000
and integral multiples thereof. The Company shall publicly announce the results
of the Excess Proceeds Offer on the Excess Proceeds Payment Date.

          If an Excess Proceeds Offer is not fully subscribed, the Company may
retain the portion of the Excess Proceeds not required to repurchase Notes and
use such portion for general corporate purposes not otherwise prohibited by this
Indenture, and such retained portion will not be considered in the calculation
of Excess Proceeds with respect to any subsequent offer to purchase Notes. Upon
completion of each such Excess Proceeds Offer, the amount of Excess Proceeds
will be reset at zero.

          (D) In the event of the transfer of substantially all of the property
and assets of the Company and its Restricted Subsidiaries as an entirety to a
Person in a transaction permitted under Section 5.01, the successor Person shall
be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section 4.13,
and must comply with the provisions of this Section 4.13 with respect to such
deemed sale as if it were an Asset Sale.

          (E) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.13, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.13 by virtue thereof.

Section 4.14. Limitation on Transactions with Affiliates.

          (A) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into, amend or suffer to exist
any transaction or series of related transactions that are similar or part of a
common plan (including, without limitation, the sale, purchase, exchange or
lease of assets, property or services) with any Affiliate (each, an "Affiliate
Transaction") or extend, renew, waive or otherwise materially amend or modify
the terms of any Affiliate Transaction entered into prior to the Issue Date
unless:

          (1) such Affiliate Transaction is between or among the Company and/or
     its Wholly-Owned Subsidiaries, or

<PAGE>

                                      -49-

          (2) the terms of such Affiliate Transaction are at least as favorable
     as the terms that could be obtained by the Company or such Restricted
     Subsidiary, as the case may be, in a comparable transaction made on an
     arm's-length basis between unaffiliated parties.

          In any Affiliate Transaction involving an amount or having a fair
market value in excess of $3,000,000 which is not permitted under clause (1)
above, the Company must obtain a Board Resolution of the Board of Directors of
the Company certifying that such Affiliate Transaction complies with clause (2)
above. In any Affiliate Transaction involving an amount or having a fair market
value in excess of $10,000,000 that is not permitted under clause (1) above
(other than any sale by the Company of its Capital Stock that is not
Disqualified Capital Stock), the Company must obtain a written opinion as to the
fairness of such a transaction from an independent investment banking firm of
national reputation in the United States.

          (B)  The foregoing provisions shall not apply to

          (1) any Restricted Payment that is not prohibited by Section 4.11;

          (2) reasonable fees and compensation paid to, and indemnity provided
     on behalf of, officers, directors, employees or consultants of the Company,
     any Restricted Subsidiary or any direct or indirect parent of the Company
     as determined in good faith by the Company's Board of Directors or senior
     management and any employment agreement containing terms contemplated by
     the foregoing;

          (3) payments made or performance under (i) the Indemnity Agreement or
     (ii) any other agreement as in effect as of the Issue Date or any amendment
     thereto or any transaction contemplated thereby (including pursuant to any
     amendment thereto) or in any replacement agreement thereto so long as any
     such amendment or replacement agreement is not more disadvantageous to the
     Holders in any material respect than the original agreement as in effect on
     the Issue Date;

          (4) any transaction permitted under Section 5.01;

          (5) any commercial banking or lending arrangements made with
     Affiliates of CIVC on arm's length terms;

          (6) the payment of reasonable and customary management, consulting and
     advisory fees and related expenses to CIVC up to a maximum of $1.0 million
     per year;

          (7) the payment of reasonable and customary advisory, closing and
     transaction fees and related expenses of CIVC (excluding the management fee
     referred to in clause (6) above) including, but not limited to, in
     connection with acquisitions, divestitures and financings by the Company or
     any Restricted Subsidiary and approved by the Board of Directors, in good
     faith;

          (8) transactions with suppliers or other purchasers for the sale or
     purchase of goods in the ordinary course of business that, in the judgment
     of the Board of Directors, are on terms at least as favorable as might
     reasonably have been obtained from an unaffiliated third party;

          (9) issuance of Capital Stock or Indebtedness for cash or non-cash
     consideration that is otherwise permitted under this Indenture to any
     Person; and

<PAGE>

                                      -50-

          (10) transactions with a Person that is an Affiliate of the Company
     solely because the Company or any Restricted Subsidiary owns Capital Stock
     in such Person; provided that no Affiliate of the Company (other than a
     Restricted Subsidiary) owns Capital Stock in such Person.

Section 4.15. Limitation on Liens.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any Liens of any kind (other than Permitted Liens) upon any property
or asset of the Company or any Restricted Subsidiary or any shares of stock or
debt of any Restricted Subsidiary which owns property or assets, now owned or
hereafter acquired, unless:

          (1) if such Lien secures Indebtedness that is pari passu with the
     Notes, then the Notes are secured on an equal and ratable basis with the
     obligations so secured until such time as such obligation is no longer
     secured by a Lien; or

          (2) if such Lien secures Indebtedness that is subordinated to the
     Notes, then the Notes are secured on a senior basis to the obligations so
     secured until such time as such obligation is no longer secured by a Lien.

Section 4.16. Change of Control.

          (A) If a Change of Control occurs, the Company shall be obligated to
make an offer to purchase (the "Change of Control Offer") each Holder's
outstanding Notes at a purchase price (the "Change of Control Purchase Price")
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the Change of Control Payment Date in accordance with the procedures
set forth below.

          (B) Within 30 days of the occurrence of a Change of Control, the
Company shall (i) cause a notice of the Change of Control Offer to be sent at
least once to the Dow Jones News Service or similar business news service in the
United States, and (ii) send by first-class mail, postage prepaid, to the
Trustee and to each Holder, at the address appearing in the register maintained
by the Registrar of the Notes, a notice stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.16 and that all Notes tendered will be accepted for payment and
     otherwise subject to the terms and conditions set forth in this Section
     4.16;

          (2) the Change of Control Purchase Price and the purchase date (which
     shall be a Business Day no earlier than 20 Business Days from the date such
     notice is mailed (the "Change of Control Payment Date"));

          (3) that any Note not tendered will remain outstanding and continue to
     accrue interest;

          (4) that, unless the Company defaults in the payment of the Change of
     Control Purchase Price, any Notes accepted for payment pursuant to the
     Change of Control Offer shall cease to accrue interest after the Change of
     Control Payment Date;

          (5) that Holders accepting the offer to have their Notes purchased
     pursuant to a Change of Control Offer will be required to surrender the
     Notes, with the form entitled "Option of Holder to Elect Purchase" on the
     reverse of the Note completed, to the Paying Agent at the address specified
     in the notice prior to the close of business on the Business Day preceding
     the Change of Control Payment Date;

<PAGE>

                                      -51-

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

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, provided that each Note purchased and each such new
     Note issued shall be in an original principal amount in denominations of
     $1,000 and integral multiples thereof;

          (8) any other procedures that a Holder must follow to accept a Change
     of Control Offer or effect withdrawal of such acceptance; and

          (9) the name and address of the Paying Agent.

          On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment Notes or portions thereof tendered
pursuant to the Change of Control Offer, (2) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
tendered and (3) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof tendered to the Company. The Paying Agent shall promptly mail to each
Holder so accepted payment in an amount equal to the purchase price for such
Notes, and the Company shall execute and issue, the Guarantors shall endorse the
Guarantee and the Trustee shall promptly authenticate and mail to such Holder, a
new Note equal in principal amount to any unpurchased portion of the Notes
surrendered; provided that each such new Note shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof.

          (C) Prior to the mailing of the notice to Holders described in clause
(B) above, the Company covenants to

          (1) repay in full all obligations and terminate all commitments under
     or in respect of all Senior Indebtedness the terms of which prohibit the
     purchase by the Company of the Notes upon a Change of Control in compliance
     with the terms of this Section 4.16 or offer to repay in full all
     obligations and terminate all commitments under or in respect of all such
     Senior Indebtedness and repay the Senior Indebtedness owed to each such
     lender who has accepted such offer; or

          (2) obtain the requisite consents under all such Senior Indebtedness
     to permit the repurchase of the Notes pursuant to this Section 4.16.

The Company must first comply with the covenant described in the preceding
sentence before it shall be required to purchase Notes in the event of a Change
of Control; provided that the Company's failure to comply with the covenant
described in the preceding sentence will constitute an Event of Default
described in Section 6.01(c) if not cured within 60 days after the notice
required by Section 6.01(c).

          (D) (1) If the Company or any Subsidiary thereof has issued any
outstanding (i) Indebtedness that is subordinate in right of payment to the
Notes or (ii) Preferred Stock, and the Company or any Subsidiary is required to
make a change of control offer or to make a distribution with respect to such
subordinated Indebtedness or Preferred Stock in the event of a change of
control, the Company shall not consummate any such offer or distribution with
respect to such subordinated Indebtedness or Preferred Stock until such time as
the

<PAGE>

                                      -52-

Company shall have paid the Change of Control Purchase Price in full to the
Holders that have accepted the Company's Change of Control Offer and shall
otherwise have consummated the Change of Control Offer made to Holders and (2)
the Company will not issue Indebtedness that is subordinated in right of payment
to the Notes or Preferred Stock with change of control provisions requiring the
payment of such Indebtedness or Preferred Stock prior to the payment of the
Notes in the event of a Change in Control under this Indenture.

          (E) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.16, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.16 by virtue thereof.

Section 4.17. Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to

          (1) pay dividends or make any other distributions to the Company or
     any Restricted Subsidiary of the Company

               (a) on its Capital Stock, or

               (b) with respect to any other interest or participation in, or
          measured by, its profits, or;

          (2) repay any Indebtedness or any other obligation owed to the Company
     or any Restricted Subsidiary of the Company;

          (3) make loans or advances or capital contributions to the Company or
     any of its Restricted Subsidiaries; or

          (4) transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries;

except for such encumbrances or restrictions existing under or by reason of:

          (1) encumbrances or restrictions existing on the Issue Date to the
     extent and in the manner such encumbrances and restrictions were in effect
     on the Issue Date, including without limitation pursuant to the Senior
     Credit Facility;

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

          (3) applicable law;

<PAGE>

                                      -53-

          (4) any instrument governing Acquired Indebtedness, which encumbrance
     or restriction is not applicable to any Person, or the properties or assets
     of any Person, other than the Person, or the property or assets of the
     Person (including any Subsidiary of the Person), so acquired;

          (5) customary provisions in leases or other agreements entered in the
     ordinary course of business;

          (6) Refinancing Indebtedness; provided that such restrictions are not
     materially more restrictive than those contained in the agreements
     governing the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded;

          (7) customary restrictions in security agreements or mortgages
     securing Indebtedness of the Company or a Restricted Subsidiary to the
     extent such restrictions restrict the transfer of the property subject to
     such security agreements and mortgages;

          (8) customary restrictions with respect to a Restricted Subsidiary of
     the Company pursuant to an agreement that has been entered into for the
     sale or disposition of all or substantially all of the Capital Stock or
     assets of such Restricted Subsidiary;

          (9) any agreement relating to a Sale and Lease-Back transaction or a
     Capitalized Lease Obligation, but only on the property subject to such
     transaction or Capitalized Lease Obligation and only to the extent that
     such restrictions or encumbrances are customary with respect to a Sale and
     Lease-Back transaction or Capitalized Lease Obligation; or

          (10) any other agreement, instrument or document relating to Senior
     Indebtedness hereafter in effect, provided that the terms and conditions of
     such encumbrances or restrictions are not materially more restrictive taken
     as a whole than those encumbrances or restrictions imposed in connection
     with the Senior Credit Facility as in effect on the date of this Indenture.

Section 4.18. Limitation on Conduct of Business.

          The Company and its Restricted Subsidiaries shall not engage in any
businesses which are not the same, similar, ancillary, related to or constitute
a reasonable extension of the businesses in which the Company and its Restricted
Subsidiaries are engaged in on the Issue Date.

Section 4.19. Limitation on Preferred Stock of Restricted Subsidiaries.

          The Company shall not permit any Restricted Subsidiary that is not a
Guarantor to issue any Preferred Stock (except Preferred Stock issued to the
Company or a Restricted Subsidiary) or permit any Person (other than the Company
or a Subsidiary) to hold any such Preferred Stock unless the Company or such
Restricted Subsidiary would be entitled to incur or assume Indebtedness under
Section 4.10 (other than Permitted Indebtedness) in an aggregate principal
amount equal to the aggregate liquidation value of the Preferred Stock to be
issued.

Section 4.20. Additional Subsidiary Guarantors.

          Each domestic Restricted Subsidiary acquired or created shall at the
time it has either assets or stockholder's equity in excess of $100,000 execute
a guarantee in the form attached to this Indenture and reasonably satisfactory
in form and substance to the Trustee (and with such documentation relating
thereto as the

<PAGE>

                                      -54-

Trustee shall require, including, without limitation, a supplement or amendment
to this Indenture and opinions of counsel as to the enforceability of such
guarantee), pursuant to which such Restricted Subsidiary shall become a
Guarantor.

Section 4.21. Limitation on Sale and Lease-Back Transactions.

          The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale and Lease-Back Transaction unless:

          (1) the consideration received in such Sale and Lease-Back Transaction
     is at least equal to the fair market value of the property sold,

          (2) the Company could incur the Attributable Indebtedness in respect
     of such Sale and Lease-Back Transaction in compliance with Section 4.10,
     and

          (3) any proceeds are applied in accordance with Section 4.13.

Section 4.22. Payments for Consent.

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration, whether
by way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or amendment.

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.01. Limitation on Consolidation, Merger and Sale of Assets.

          The Company shall not and shall not permit any Guarantor to,
consolidate with, merge with or into, or transfer all or substantially all of
its assets (as an entirety or substantially as an entirety in one transaction or
a series of related transactions) to, any Person unless (in the case of the
Company or any Guarantor):

          (a) the Company or such Guarantor, as the case may be, shall be the
     continuing Person, or the Person (if other than the Company or such
     Guarantor) formed by such consolidation or into which the Company or such
     Guarantor, as the case may be, is merged or to which the properties and
     assets of the Company or such Guarantor, as the case may be, are
     transferred shall be a corporation (or, in the case of the Company, a
     corporation, limited liability company or limited partnership) organized
     and existing under the laws of the United States or any State thereof or
     the District of Columbia and shall expressly assume, by a supplemental
     Indenture, executed and delivered to the Trustee, in form reasonably
     satisfactory to the Trustee, all of the obligations of the Company or such
     Guarantor, as the case may be, under this Indenture, the Notes and the
     Guarantees, and the obligations under this Indenture shall remain in full
     force and effect; provided, that at any time the Company or its successor
     is a limited partnership or a limited liability company, there shall be a
     co-issuer of the Notes that is a corporation;

<PAGE>

                                      -55-

          (b) immediately before and immediately after giving effect to such
     transaction, no Default or Event of Default shall have occurred and be
     continuing; and

          (c) immediately after giving effect to such transaction and the use of
     any net proceeds therefrom, the Company or such Person shall be able to
     incur at least $1.00 of additional Indebtedness (other than Permitted
     Indebtedness) under the Coverage Ratio Exception;

provided that a Person that is a Guarantor may merge into the Company (with the
Company being the surviving entity) or another Person that is a Guarantor
without complying with this clause (c).

          In connection with any consolidation, merger or transfer of assets
contemplated by this provision, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and the supplemental Indenture in respect
thereof comply with this provision and that all conditions precedent herein
provided for relating to such transaction or transactions have been complied
with.

Section 5.02. Successor Person Substituted.

          Upon any consolidation, merger, conveyance or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01
above, the successor entity formed by such consolidation or into which the
Company or any such Restricted Subsidiary is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company or such Restricted Subsidiary, as the case may be, under
this Indenture with the same effect as if such successor entity had been named
as the Company or such Restricted Subsidiary, as the case may be herein, and
thereafter the predecessor entity shall be relieved of all obligations and
covenants under this Indenture and the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

          An "Event of Default" occurs if

          (a) there is a default in the payment of any principal of, or premium,
     if any, on the Notes when the same becomes due and payable at maturity,
     upon acceleration or redemption or otherwise, whether or not such payment
     is prohibited by the provisions of Article 12;

          (b) there is a default in the payment of any interest on any Note when
     the same becomes due and payable and the default continues for a period of
     30 days, whether or not such payment is prohibited by the provisions of
     Article 12;

          (c) there is a default by the Company or any Guarantor in the
     observance or performance of any other covenant in the Notes or this
     Indenture for 30 days after written notice from the Trustee or the Holders
     of not less than 25% in aggregate principal amount of the Notes then
     outstanding (except in the case of a default with respect to Section 4.16
     or 5.01 which shall constitute an Event of Default with such notice
     requirement but without such passage of time requirement);

<PAGE>

                                      -56-

          (d) there is a default in the payment at final maturity (after giving
     effect to any applicable grace periods) of principal in the aggregate
     amount of $7.5 million or more with respect to any Indebtedness of the
     Company or any Restricted Subsidiary thereof or the acceleration of any
     such Indebtedness aggregating $7,500,000 or more, which default shall not
     be cured, waived or postponed pursuant to an agreement the holders of such
     Indebtedness within 30 days after written notice as provided in this
     Indenture, or such acceleration shall not be rescinded or annulled within
     15 days after written notice as provided in this Indenture;

          (e) any final judgment or judgments that can no longer be appealed for
     the payment of money in excess of $7,500,000 (other than judgments that are
     covered by enforceable insurance policies issued by reputable and
     creditworthy insurance companies) shall be rendered against the Company or
     any Restricted Subsidiary thereof, and shall not be discharged for any
     period of 60 consecutive days during which a stay of enforcement shall not
     be in effect;

          (f) the Company or any Restricted Subsidiary pursuant to or within the
     meaning of any Bankruptcy Law:

               (A) commences a voluntary case,

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

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

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

               (E) generally is not able to pay its debts as they become due, or

               (F) takes any corporate action to authorize or effect any of the
          foregoing;

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

               (A) is for relief against the Company or any Restricted
          Subsidiary in an involuntary case,

               (B) appoints a Custodian of the Company or any Restricted
          Subsidiary or for all or substantially all of the Property of the
          Company or any Restricted Subsidiary, or

               (C) orders the liquidation of the Company or any Restricted
          Subsidiary,

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

          (h) any of the Guarantees ceases to be in full force and effect or any
     of the Guarantees is declared to be null and void and unenforceable or any
     of the Guarantees is found to be invalid or any of the Guarantors denies
     its liability under its Guarantee (other than by reason of release of a
     Guarantor in accordance with the terms of this Indenture).

<PAGE>

                                      -57-

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

Section 6.02.  Acceleration.

          If an Event of Default (other than an Event of Default of the type
described in Section 6.01(f) or (g)) shall have occurred and be continuing, then
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Notes then outstanding may declare to be immediately due and payable the
entire principal amount of all the Notes then outstanding plus accrued and
unpaid interest, if any, to the date of acceleration, provided, that if there
are any amounts outstanding under or in respect of the Senior Credit Facility,
such amounts shall become due and payable upon the first to occur of an
acceleration of amounts outstanding under or in respect of the Senior Credit
Facility and five Business Days after receipt by the Company and the
Representative of the holders of Senior Indebtedness under or in respect of the
Senior Credit Facility of notice of the acceleration of the Notes; provided,
however, that after such acceleration but before a judgment or decree based on
such acceleration is obtained by the Trustee, the Holders of a majority in
aggregate principal amount of outstanding Notes may rescind and annul such
acceleration if

          (1) all Events of Default, other than nonpayment of accelerated
     principal, premium, if any, or interest that has become due solely because
     of the acceleration, have been cured or waived;

          (2) to the extent the payment of such interest is lawful, interest on
     overdue installments of interest and overdue principal, which has become
     due otherwise than by such declaration of acceleration, has been paid;

          (3) the Company has paid the Trustee its reasonable compensation and
     reimbursed the Trustee for its expenses, disbursements and advances; and

          (4) in the event of the cure or waiver of an Event of Default of the
     type described in Section 6.01(f) or (g) above, the Trustee shall have
     received an Officers' Certificate and an Opinion of Counsel that such Event
     of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right
consequent thereto. In case an Event of Default of the type described in Section
6.01(f) or (g) above shall occur, the principal, premium and interest amount
with respect to all of the Notes shall be due and payable immediately without
any declaration or other act on the part of the Trustee or the Holders.

Section 6.03.  Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder 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

<PAGE>

                                      -58-

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.

Section 6.04.  Waiver of Past Defaults and Events of Default.

          Subject to Sections 2.09, 6.02, 6.07 and 8.02, the Holders of a
majority in principal amount of the Notes then outstanding have the right to
waive past Defaults under this Indenture except a Default in the payment of the
principal of, or interest or premium, if any, on any Note as specified in
clauses (a) and (b) of Section 6.01 or in respect of a covenant or a provision
which cannot be modified or amended without the consent of all Holders as
provided for in Section 8.02. The Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.

          Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

Section 6.05.  Control by Majority.

          Subject to Section 2.09, the Holders of a majority in principal amount
of the outstanding Notes have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee by this Indenture. The Trustee,
however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the rights
of another Holder not taking part in such direction, and the Trustee shall have
the right to decline to follow any such direction if the Trustee, being advised
by counsel, determines that the action so directed may not lawfully be taken or
if the Trustee in good faith shall, by a Trust Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification reasonably satisfactory to it against any loss or expense
caused by taking such action or following such direction. This Section 6.05
shall be in lieu of Section 316(a)(1)(A) of the TIA, and such Section
316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA.

Section 6.06.  Limitation on Suits.

          Subject to Section 6.07 below, no Holder shall have any right to
institute any proceeding with respect to this Indenture or any remedy thereunder
unless:

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

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

          (3) such Holder or Holders offer to the Trustee indemnity reasonably
     satisfactory to the Trustee against any loss, liability or expense which
     may be incurred in compliance with such request;

<PAGE>

                                      -59-

          (4) the Trustee fails to institute such proceeding within 60 days
     after receipt of such notice and the offer of indemnity; and

          (5) the Trustee has not received directions inconsistent with such
     written request during such 60-day period by the Holders of a majority in
     aggregate principal amount of the outstanding Notes.

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

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, or premium, if any, or accrued
interest of any Note held by such Holder on or after the respective due dates
expressed in such Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, is absolute and unconditional and shall not
be impaired or affected without the consent of the Holder.

Section 6.08.  Collection Suit by Trustee.

          If an Event of Default 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 of unpaid principal, premium and accrued interest
remaining unpaid, together with, to the extent that payment of such interest is
lawful, interest on overdue principal and interest on overdue installments of
interest, in each case at the rate set forth in Section 4.01, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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 (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

Section 6.10.  Priorities.

          If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

<PAGE>

                                      -60-

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

          SECOND: if the Holders are forced to proceed against the Company or
     any Guarantor directly without the Trustee, to Holders for their collection
     costs;

          THIRD: to Holders for amounts due and unpaid on the Notes for
     principal, premium, if any, and interest as to each, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Notes; and

          FOURTH: to the Company or, to the extent the Trustee collects any
     amounts from any Guarantor, to such Guarantor.

          The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.10.

Section 6.11.  Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in principal
amount of the Notes then outstanding.

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01.  Duties of Trustee.

          (a) If a Default or an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in its exercise
thereof 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 a Default or an Event of Default:

          (1) The Trustee need perform only those duties as are specifically set
     forth in this Indenture and no covenants or obligations shall be implied in
     this Indenture against the Trustee.

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

<PAGE>

                                      -61-

          (c) Notwithstanding anything to the contrary herein contained, the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

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

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith by a Trust Officer, unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts.

          (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) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it or it does not receive from such Holders an indemnity
reasonably satisfactory to it against such risk, liability, loss, fee or expense
which might be incurred by it in compliance with such request or direction.

          (e) Whether or not herein expressly provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c) and (d) of this Section 7.01.

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

Section 7.02.  Rights of Trustee.

          Subject to Section 7.01:

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

          (b) Before the Trustee acts or refrains from acting with respect to
     any matters contemplated by this Indenture or the Notes it may consult with
     counsel and may require an Officers' Certificate or an Opinion of Counsel,
     or both, which shall conform to the provisions of Section 13.05. The
     Trustee shall be protected and shall not be liable for any action it takes
     or omits to take in good faith in reliance on such certificate or opinion.

          (c) The Trustee may act through attorneys and agents and shall not be
     responsible for the misconduct or negligence of any attorney or agent
     (other than an agent who is an employee of the Trustee) so long as the
     appointment of such agent was made with due care.

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

          (e) The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and protection from liability in

<PAGE>

                                      -62-

     respect of any action taken, omitted or suffered by it hereunder in good
     faith and in accordance with the advice or opinion of such counsel.

Section 7.03.  Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliates thereof, with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11.

Section 7.04.  Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the sale of Notes or any
money paid to the Company pursuant to the terms of this Indenture and it shall
not be responsible for any statement of the Company in this Indenture or the
Notes other than the Trustee's certificate of authentication.

Section 7.05.  Notice of Defaults.

          If a Default or an Event of Default occurs and is continuing and if a
Trust Officer of the Trustee has actual knowledge of such Default or Event of
Default, the Trustee shall mail to each Holder notice of the uncured Default or
Event of Default within 30 days after such Default or Event of Default occurs.
Except in the case of a Default or an Event of Default in payment of principal
of, premium or interest on, any Note, including an accelerated payment and the
failure to make payment on the Change of Control Payment Date pursuant to a
Change of Control Offer or on the Excess Proceeds Payment Date pursuant to an
Excess Proceeds Offer and, except in the case of a failure to comply with
Article 5, the Trustee may withhold the notice if and so long as its Board of
Directors, the executive committee of its Board of Directors or a committee of
its directors and/or Trust Officers in good faith determines that withholding
the notice is in the interest of the Holders. This Section 7.05 shall be in lieu
of the proviso to Section 315(b) of the TIA, and such proviso of Section 315(b)
of the TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA.

Section 7.06.  Reports by Trustee to Holders.

          If required by TIA Section 313(a), within 60 days after May 15 of any
year, commencing the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder a brief report dated as of such May 15 that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b),
(c) and (d).

          Reports pursuant to this Section 7.06 shall be transmitted by mail:

          (1) to all registered Holders, as the names and addresses of such
     Holders appear on the Registrar's books; and

          (2) to such Holders as have, within the two years preceding such
     transmission, filed their names and addresses with the Trustee for that
     purpose.

<PAGE>

                                      -63-

          A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange, if any, on which the Notes
are listed. The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange or of any delisting thereof.

Section 7.07.  Compensation and Indemnity.

          The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for the Trustee's 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 fees and expenses,
including out-of-pocket expenses incurred or made by it in connection with the
performance of its duties under this Indenture or in connection with the
collection of any funds. Such expenses shall include the reasonable fees and
expenses of the Trustee's agents and counsel.

          The Company shall indemnify each of the Trustee and its agents,
employees, stockholders and directors and officers for, and hold them harmless
against, any loss, liability or expense incurred by them except for such actions
to the extent caused by any negligence, bad faith or willful misconduct on their
part, arising out of or in connection with the administration of this trust
including the reasonable costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of
their rights, powers or duties hereunder. The Trustee shall notify the Company
promptly, in writing, of any claim asserted against the Trustee for which it may
seek indemnity. At the Trustee's sole discretion, the Company may defend the
claim and the Trustee shall cooperate and may participate in the defense;
provided that any settlement of a claim shall be approved in writing by the
Trustee. The Company need not pay for any settlement made without its written
consent, which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful misconduct.

          To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of, premium or interest on particular Notes.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(f) or (g) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

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

Section 7.08.  Replacement of Trustee.

          The Trustee may resign at any time by so notifying the Company in
writing. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing
and may appoint a successor Trustee. The Company may remove the Trustee at its
election if:

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

          (b)  the Trustee is adjudged a bankrupt or an insolvent;

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

<PAGE>

                                      -64-

          (d) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

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

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

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

Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, subject to this Article 7, the successor corporation without any
further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

          This Indenture shall always have a Trustee which shall be eligible to
act as Trustee under TIA Sections 310(a)(1) and 310(a)(2). The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. If the Trustee has or shall
acquire any "conflicting interest" within the meaning of TIA Section 310(b), the
Trustee and the Company shall comply with the provisions of 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. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.10, the Trustee shall resign
immediately in the manner and with the effect hereinbefore specified in this
Article 7.

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

<PAGE>

                                      -65-

extent indicated therein. The provisions of TIA Section 311 shall apply to the
Company as an obligor of the Notes.

                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01. Without Consent of Holders.

          The Company and the Guarantors, when authorized by a Board Resolution,
and the Trustee may amend or supplement this Indenture, the Notes or the
Guarantees without notice to or consent of any Holder:

          (1) to cure any ambiguity, defect or inconsistency; provided that such
     amendment or supplement does not, in the opinion of the Trustee, adversely
     affect the rights of any Holder in any material respect;

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

          (3) to comply with Article 5;

          (4) to comply with any requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA;

          (5) to make any change that would provide any additional benefit or
     rights to the Holders;

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

          (7) to secure the Notes pursuant to the requirements of Section 4.15
     or otherwise;

          (8) to reflect the release of a Guarantor from its obligations with
     respect to its Guarantee pursuant to Section 10.06 or to add a Guarantor
     pursuant to Section 4.20; or

          (9) to make any other change that does not materially and adversely
     affect the rights of any Holder under this Indenture.

Section 8.02. With Consent of Holders.

          Subject to Section 6.07, the Company, and the Guarantors, when each is
authorized by a Board Resolution of their respective Boards of Directors, and
the Trustee may amend or supplement this Indenture or the Notes or the
Guarantees with the written consent of the Holders of at least a majority in
principal amount of the outstanding Notes. Subject to Section 6.07, the Holders
of a majority in principal amount of the outstanding Notes may waive compliance
by the Company, or any Guarantor, with any provision of this Indenture, the
Notes, or the Guarantees. However, without the consent of each Holder affected,
an amendment, supplement or waiver, including a waiver pursuant to Section 6.04,
may not:

<PAGE>

                                      -66-

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

          (2) reduce the rate of or change the time for payment of interest,
     including Additional Interest and defaulted interest, on any Note;

          (3) reduce the principal of or premium on or change the stated
     maturity of any Note;

          (4) make any Note payable in money other than that stated in the Note
     or change the place of payment from New York, New York;

          (5) change the amount or time of any payment required by the Notes or
     reduce the premium payable upon any redemption of Notes, or change the time
     before which no such redemption may be made;

          (6) waive a default in the payment of the principal of, or interest on
     or redemption payment with respect to any Note;

          (7) after the Company's obligation to purchase Notes arises
     thereunder, amend, change, or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer in the
     event of a Change of Control or make and consummate an Excess Proceeds
     Offer with respect to any Asset Sale that has been consummated or modify
     any of the provisions of the definitions with respect thereto;

          (8) take any other action otherwise prohibited by the Indenture to be
     taken without the consent of each Holder affected thereby;

          (9) affect the ranking of the Notes or any Guarantee in a manner
     adverse to the Holders; or

          (10) release any Guarantor from any of its obligations under its
     Guarantee or this Indenture otherwise than in accordance with the terms of
     this Indenture.

          After an amendment, supplement or waiver under this Section 8.02
becomes effective, the Company shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

          Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the
consent of the Holders as aforesaid and upon receipt by the Trustee of the
documents described in Section 8.06, the Trustee shall join with the Company and
the Guarantors in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into such supplemental indenture.

          It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

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                                      -67-

Section 8.03. Compliance with TIA.

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

Section 8.04. Revocation and Effect of Consents.

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

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the last
sentence of the immediately preceding paragraph, those Persons who were Holders
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to revoke any consent previously given, whether or not such
Persons continue to be Holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (9) of Section 8.02, in which case, the amendment, supplement or waiver
shall bind only each Holder who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note; provided that any such waiver shall not impair or affect the
right of any Holder to receive payment of principal of and interest on a Note,
on or after the respective due dates expressed in such Note, or to bring suit
for the enforcement of any such payment on or after such respective dates
without the consent of such Holder.

Section 8.05. Notation on or Exchange of Notes.

          If an amendment, supplement, or waiver changes the terms of a Note,
the Trustee may request the Holder to deliver it to the Trustee. In such case,
the Trustee shall place an appropriate notation on the Note about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determine, in exchange for the Note the Company shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment supplement or waiver.

Section 8.06. Trustee to Sign Amendments, etc.

          The Trustee shall be entitled to receive, and shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article 8 is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company and
any Guarantors, enforceable in accordance with its terms (subject to customary
exceptions). The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

<PAGE>

                                      -68-

                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01. Satisfaction and Discharge of Indenture.

          This Indenture shall be discharged and shall cease to be of further
effect (except those obligations referred to in the penultimate paragraph of
this Section 9.01) as to all outstanding Notes and the Trustee, on written
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when either:

          (a) all Notes theretofore authenticated and delivered (other than (i)
     Notes which have been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 2.07 and (ii) Notes for whose
     payment money has theretofore been deposited in trust or segregated and
     held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust) have been delivered to the Trustee for
     cancellation; or

          (b) (i) either (A) pursuant to Article 3, the Company shall have given
     notice to the Trustee and mailed a notice of redemption to each Holder of
     the redemption of all of the Notes under arrangements satisfactory to the
     Trustee for the giving of such notice or (B) all Notes not theretofore
     delivered to the Trustee for cancellation have become due and payable; (ii)
     the Company has irrevocably deposited or caused to be deposited with the
     Trustee in trust an amount of U.S. legal tender or U.S. Government
     Obligations sufficient to pay and discharge the entire Indebtedness on such
     Notes not theretofore delivered to the Trustee for cancellation, for the
     principal of, premium, if any, and interest on the Notes to the date of
     such deposit; (iii) no Default or Event of Default with respect to this
     Indenture or the Notes shall have occurred and be continuing on the date of
     such deposit or shall occur as a result of such deposit and such deposit
     will not result in a breach or violation of, or constitute a default under,
     any other instrument to which the Company is a party or by which it is
     bound; (iv) the Company has paid or caused to be paid all other sums
     payable hereunder by the Company; (v) the Company has delivered to the
     Trustee (A) irrevocable instructions to apply the deposited money toward
     payment of the Notes at the maturity or redemption thereof, and (B) an
     Officers' Certificate and an Opinion of Counsel each stating that all
     conditions precedent herein provided for relating to the satisfaction and
     discharge of this Indenture have been complied with; and (vi) that from and
     after the time of deposit, the money deposited shall not be subject to the
     rights of holders of Senior Indebtedness pursuant to the provisions of
     Article 12 or to the rights of holders of Guarantor Senior Indebtedness
     pursuant to the provisions of Article 11.

          Notwithstanding the foregoing paragraph, the Company's obligations in
Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 shall survive until the
Notes are no longer outstanding pursuant to the last paragraph of Section 2.08.
After the Notes are no longer outstanding, the Company's obligations in Sections
7.07, 9.06 and 9.07 shall survive.

          After such delivery or irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's and each Guarantor's
obligations under the Notes, the Guarantees and this Indenture except for those
surviving obligations specified above.

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                                      -69-

Section 9.02. Legal Defeasance.

          (a) The Company may, at its option by Board Resolution of the Board of
Directors of the Company, at any time, elect to have this section be applied to
all outstanding Notes upon compliance with the conditions set forth in Section
9.04.

          (b) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 9.04, be
deemed to have been discharged from their respective obligations with respect to
all outstanding Notes and the Guarantees on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and each Guarantor shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding Notes
and the Guarantees, which shall thereafter be deemed to be "outstanding" only
for the purposes of Section 9.05 and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all their other
respective obligations under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), and Holders and any amounts deposited under Section
9.04 shall cease to be subject to any obligations to, or the rights of, any
holder of Senior Indebtedness under Article 12 or otherwise or any holder of
Guarantor Senior Indebtedness under Article 11 or otherwise, except for the
following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 9.05, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
and interest on such Notes when such payments are due, (ii) the Company's
obligations with respect to such Notes under Article 2 and Section 4.07, (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith and (iv) this Article 9.
Subject to compliance with this Article 9, the Company may exercise its option
under this Section 9.02 notwithstanding the prior exercise of its option under
Section 9.03 below with respect to the Notes.

Section 9.03. Covenant Defeasance.

          (a) The Company may, at its option by Board Resolution of the Board of
Directors of the Company, at any time, elect to have this Section be applied to
all outstanding Notes upon compliance with the conditions set forth in Section
9.04.

          (b) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 9.04, be
released from their respective obligations under the covenants contained in
Sections 4.05, 4.08, 4.09 and 4.10 through 4.22, inclusive, and Article 5 with
respect to the outstanding Notes and the Guarantees on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes and the Guarantees shall thereafter be deemed not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder
and Holders and any amounts deposited under Section 9.04 shall cease to be
subject to any obligations to the rights of, any holder of Senior Indebtedness
under Article 12 or otherwise or any holder of Guarantor Senior Indebtedness
under Article 11 or otherwise. For this purpose, such Covenant Defeasance means
that, with respect to the outstanding Notes and the Guarantees, the Company and
each Guarantor may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event or Default under Section 6.01(c), but, except
as specified above, the remainder of this Indenture, such Notes and

<PAGE>

                                      -70-

the Guarantees shall be unaffected thereby. In addition, upon the Company's
exercise under paragraph (a) hereof of the option applicable to this paragraph
(b), subject to the satisfaction of the conditions set forth in Section 9.04,
Sections 6.01(c), 6.01(d) and 6.01(e) shall not constitute Events of Default.

Section 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to the application of either
Section 9.02 or 9.03 to the outstanding Notes and the Guarantees:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee (or other
     qualifying trustee), in trust, for the benefit of the Holders, U.S. legal
     tender or U.S. Government Obligations, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, premium,
     if any, and interest on the Notes on the scheduled due dates or on the
     applicable Redemption Date, as the case may be, provided that the Trustee
     shall have received an irrevocable written order from the Company
     instructing the Trustee to apply such U.S. legal tender or the proceeds of
     such U.S. Government Obligations to said payments with respect to the
     Notes;

          (b) in the case of an election under Section 9.02, the Company shall
     have delivered to the Trustee an Opinion of Counsel reasonably acceptable
     to the Trustee confirming that (i) the Company has received from, or there
     has been published by, the Internal Revenue Service a ruling or (ii) since
     the date of this Indenture, there has been a change in the applicable
     federal income tax law, in either case to the effect that, and based
     thereon such Opinion of Counsel shall confirm that, the Holders will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such deposit, Legal Defeasance and discharge 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 deposit, Legal Defeasance and
     discharge had not occurred;

          (c) in the case of an election under Section 9.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel confirming that the
     Holders will not recognize income, gain or loss for federal income tax
     purposes as a result of such deposit, Covenant Defeasance and discharge 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 deposit,
     Covenant Defeasance and discharge had not occurred;

          (d) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or insofar as Sections 6.01(f) and
     6.01(g) are concerned, at any time in the period ending on the 91st day
     after the date of such deposit or, if longer, ending on the day following
     the expiration of the longest preference period under any Bankruptcy Law
     (it being understood that this condition shall not be deemed to be
     satisfied until the expiration of such period);

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

          (f) the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the Holders over any other credi-

<PAGE>

                                      -71-

     tors of the Company or with the intent of defeating, hindering, delaying or
     defrauding any other creditors of the Company or others;

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

          (h) the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that (i) the trust funds will not be subject to any
     rights of any holders of Senior Indebtedness of the Company or Guarantor
     Senior Indebtedness of any Guarantor, including, without limitation, those
     arising under this Indenture, and (ii) assuming no intervening event of the
     type described in Sections 6.01(f) and 6.01(g) between the date of deposit
     and the 91st day following the deposit or, if longer, ending on the day
     following the expiration of the longest preference period under any
     Bankruptcy Law (it being understood that this condition should not be
     deemed to be satisfied until the expiration of such period) and further
     assuming that no Holder is an insider of the Company, after the 91st day
     following the deposit or, if longer, ending on the day following the
     expiration of the longest preference period under any Bankruptcy Law (it
     being understood that this condition should not be deemed to be satisfied
     until the expiration of such period), the trust funds will not be subject
     to the effect of any applicable Bankruptcy Law;

          (i) such Legal Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest for purposes of the TIA with respect
     to any securities of the Company; and

          (j) the Company shall have delivered to the Trustee an Opinion of
     Counsel stating that, as a result of such Legal Defeasance or Covenant
     Defeasance, neither the trust nor the Trustee will be required to register
     as an investment company under the Investment Company Act of 1940, as
     amended.

Section 9.05. Application of Trust Money.

          All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.01 or 9.04 in respect
of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Holders of such Notes, of all sums due and to become due thereon in respect of
principal, premium, if any, and accrued interest, but such money need not be
segregated from other funds except to the extent required by law.

          The Company and the Guarantors shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 9.01 or 9.04 or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the
Holders.

          Anything in this Article 9 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a written
request of the Company in the form of an Officers' Certificate any money or U.S.
Government Obligations held by it as provided in Section 9.01 or 9.04 which, in
the opinion of a nationally-recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

<PAGE>

                                      -72-

Section 9.06. Repayment to the Company.

          Subject to Sections 9.01, 9.02, 9.03, 9.04, 9.05 and 9.07, the Trustee
and the Paying Agent shall promptly pay to the Company upon request any excess
U.S. legal tender or U.S. Government Obligations held by them at any time and
thereupon shall be relieved from all liability with respect to such money. 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; provided that the Trustee or such Paying Agent,
before being required to make any payment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed, and that after a date specified therein which shall be at
least 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person.

Section 9.07. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any U.S. legal
tender or U.S. Government Obligations in accordance with Section 9.01, 9.02 or
9.03 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's and each Guarantor's obligations
under this Indenture, the Notes and the Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such U.S.
legal tender or U.S. Government Obligations in accordance with Section 9.01;
provided, however, that if the Company or the Guarantors have made any payment
of principal of, premium, if any, or accrued interest on any Notes because of
the reinstatement of their obligations, the Company and each such Guarantor
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.

                                   ARTICLE 10

                                    GUARANTEE

Section 10.01. Unconditional Guarantee.

          Each Guarantor hereby unconditionally, jointly and severally,
guarantees to each Holder of a Note authenticated by the Trustee and to the
Trustee and its successors and assigns that the principal of, premium thereon
(if any) and interest on the Notes will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration or
otherwise, and interest on the overdue principal and interest on any overdue
interest on the Notes and all other obligations of the Company to the Holders or
the Trustee hereunder or under the Notes will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; subject,
however, to the limitations set forth in Section 10.03. Each Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Guarantee will
not be

<PAGE>

                                      -73-

discharged except by complete performance of the obligations contained in the
Notes and this Indenture. If any Holder or the Trustee is required by any court
or otherwise to return to the Company, any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder, each Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between a Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations Guaranteed hereby may be
accelerated as provided in Article 6 for the purpose of each Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article 6, such
obligations (whether or not due and payable) shall become due and payable by
each Guarantor for the purpose of each Guarantee.

          Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Article 10.

Section 10.02. Severability.

          In case any provision of this Article 10 shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 10.03. Limitation on Guarantor's Liability; Contribution.

          Each Guarantor, and by its acceptance hereof, each Holder and the
Trustee, hereby confirm that it is the intention of all such parties that the
Guarantee does not constitute a fraudulent transfer or conveyance for purposes
of Title 11 of the United States Code, as amended, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal
or state or other applicable law. To effectuate the foregoing intention, each
Holder and each Guarantor hereby irrevocably agree that the obligations of a
Guarantor under its Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of such Guarantor in respect of the obligations of such Guarantor
pursuant to the second paragraph of Section 10.03, result in the obligations of
such Guarantor not constituting such a fraudulent transfer or conveyance.

          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under a Guarantee
such Funding Guarantor shall be entitled to a contribution from all other
Guarantors in a pro rata amount, based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor), determined in accordance with GAAP,
subject to the first paragraph of this Section 10.03, for all payments, damages
and expenses incurred by such Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's obligations under
a Guarantee.

Section 10.04. Successors and Assigns.

          This Article 10 shall be binding upon each 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 Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.

<PAGE>

                                      -74-

Section 10.05. 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 10 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 10 at law, in equity, by
statute or otherwise.

Section 10.06. Release of Guarantor.

          A Guarantor shall be released from all of its obligations under its
Guarantee if:

          (i) the Guarantor has sold all of its assets or the Company and its
     Subsidiaries have sold all of the Capital Stock of the Guarantor owned by
     them, in each case in a transaction in compliance with Section 4.13;

          (ii) the Guarantor merges with or into or consolidates with, or
     transfers all or substantially all of its assets to, the Company or another
     Guarantor in a transaction in compliance with Section 5.01; or

          (iii) such Guarantor is designated an Unrestricted Subsidiary in
     compliance with Section 4.11;

and in each such case, the Company have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with.

Section 10.07. Execution of Supplemental Indenture for Future Guarantors.

          Each Subsidiary which is required to become a Guarantor pursuant to
Section 4.20 shall, and the Company shall cause each such Subsidiary to,
promptly execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit F hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article 10 and shall guarantee the
obligations of the Company under the Notes and this Indenture. Concurrently with
the execution and delivery of such supplemental indenture, the Company shall
deliver to the Trustee an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms.

Section 10.08. Execution and Delivery of Guarantee.

          To evidence the Guarantee set forth in this Article 10, each Guarantor
hereby agrees that a notation of such Guarantee shall be placed on each Note
authenticated and made available for delivery by the Trustee and that this
Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of two Officers or an Officer and the Secretary of each
Guarantor. Each Guarantor hereby agrees that the Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee. If an Officer of a Guarantor
whose signature is on the Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which the Guarantee is endorsed, the Guarantee

<PAGE>

                                      -75-

shall be valid nevertheless. The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of each Guarantor.

Section 10.09. Subordination of Subrogation and Other Rights.

          Each Guarantor hereby agrees that any claim against the Company that
arises from the payment, performance or enforcement of such Guarantor's
obligations under the Guarantee or this Indenture, including, without
limitation, any right of subrogation, shall be subject and subordinate to, and
no payment with respect to any such claim of such Guarantor shall be made
before, the payment in full in cash of all outstanding Notes in accordance with
the provisions provided therefor in this Indenture.

                                   ARTICLE 11

                           SUBORDINATION OF GUARANTEE

Section 11.01. Guarantee Obligations Subordinated to Guarantor Senior
               Indebtedness.

          Each Guarantor covenants and agrees, and the Trustee and each Holder,
by its acceptance of the Notes, likewise covenants and agrees, that to the
extent and in the manner hereinafter set forth in this Article 11, the
Indebtedness represented by the Guarantee and the payment of all obligations on
the Notes pursuant to the Guarantee by such Guarantor are hereby expressly made
subordinate and subject in right of payment as provided in this Article 11 to
the prior indefeasible payment in full in cash of all Guarantor Senior
Indebtedness of such Guarantor whether outstanding on the Issue Date or
thereafter incurred.

          This Section 11.01 and the following Sections 11.02 through 11.11
shall constitute a continuing offer to all Persons who, in reliance upon such
provisions, become holders of or continue to hold Guarantor Senior Indebtedness
of any Guarantor; such provisions are made for the benefit of the holders of
Guarantor Senior Indebtedness of each Guarantor; and such holders are made
obligees hereunder and they or each of them may enforce such provisions.

Section 11.02. Payment Over of Proceeds upon Dissolution, etc.

          In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to any Guarantor or to its
creditors, as such, or to its assets, whether voluntary or involuntary, (b) any
liquidation, dissolution or other winding-up of any Guarantor, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, (c) any
general assignment for the benefit of creditors or (d) any other marshalling of
assets or liabilities of any Guarantor, then and in any such event:

          (1) the holders of all Guarantor Senior Indebtedness of such Guarantor
     shall be entitled to receive indefeasible payment in full in cash of all
     amounts due on or in respect of all such Guarantor Senior Indebtedness
     before the Holders are entitled to receive, pursuant to the Guarantee of
     such Guarantor, any payment or distribution of any kind or character (other
     than from the trust described in Section 9.01 or Section 9.04) by such
     Guarantor on account of any of the obligations of such Guarantor under its
     Guarantee; and

<PAGE>

                                      -76-

          (2) any payment or distribution of assets of such Guarantor of any
     kind or character, whether in cash, property or securities, by set-off or
     otherwise, to which the Holders or the Trustee would be entitled but for
     the subordination provisions of this Article 11 (other than from the trust
     described in Section 9.01 or Section 9.04) shall be paid by the liquidating
     trustee or agent or other Person making such payment or distribution,
     whether a trustee in bankruptcy, a receiver or liquidating trustee or
     otherwise, directly to the holders of Guarantor Senior Indebtedness of such
     Guarantor or their representative or representatives or to the trustee or
     trustees under any indenture under which any instruments evidencing any of
     such Guarantor Senior Indebtedness may have been issued, ratably according
     to the aggregate amounts remaining unpaid on account of such Guarantor
     Senior Indebtedness held or represented by each, to the extent necessary to
     make payment in full in cash of all such Guarantor Senior Indebtedness
     remaining unpaid, after giving effect to any concurrent payment or
     distribution to the holders of such Guarantor Senior Indebtedness; and

          (3) in the event that, notwithstanding the foregoing provisions of
     this Section 11.02, the Trustee or any Holder shall have received any
     payment or distribution of assets of such Guarantor of any kind or
     character, whether in cash, Property or securities, including, without
     limitation, by way of set-off or otherwise, in respect of any of the
     obligations of any Guarantor pursuant to its Guarantee (other than from the
     trust described in Section 9.01 or Section 9.04) before all Guarantor
     Senior Indebtedness of such Guarantor is indefeasibly paid in full in cash,
     then and in such event such payment or distribution shall be paid over or
     delivered forthwith to the trustee in bankruptcy, receiver, liquidating
     trustee, custodian, assignee, agent or other Person making payment or
     distribution of assets of such Guarantor for application to the payment of
     all such Guarantor Senior Indebtedness remaining unpaid, to the extent
     necessary to pay all of such Guarantor Senior Indebtedness in full in cash
     or, as acceptable to the holders of such Guarantor Senior Indebtedness, any
     other manner, after giving effect to any concurrent payment or distribution
     to or for the holders of such Guarantor Senior Indebtedness.

          The consolidation of a Guarantor with, or the merger of a Guarantor
with or into, another Person or the liquidation or dissolution of a Guarantor
following the conveyance, transfer or lease of its Properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of such Guarantor for the purposes of this Article 11 if the
Person formed by such consolidation or the surviving entity of such merger or
the Person which acquires by conveyance, transfer or lease such Properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance, transfer or lease, comply with the
conditions set forth in such Article 5.

Section 11.03. Suspension of Guaranteed Obligations When Guarantor Senior
               Indebtedness in Default.

          (a) Unless Section 11.02 shall be applicable, upon the occurrence of a
Payment Default on Designated Senior Indebtedness of any Guarantor no payment or
distribution (other than from the trust described in Section 9.01 or Section
9.04) of any assets or securities of a Guarantor of any kind or character
(including, without limitation, cash, Property and any payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of such Guarantor being subordinated to its obligations under its
Guarantee) shall be made by such Guarantor, including, without limitation, by
way of set-off or otherwise, for or on account of its obligations under its
Guarantee, or for or on account of the purchase, redemption or other acquisition
of the Notes and neither the Trustee nor any Holder shall take or receive from
any Guarantor, directly or indirectly in any manner, payment in respect of all
or any portion of its obligations under its Guarantee commencing on the date of
receipt by the Trustee of a written notice ("Guarantor Payment Blockage Notice")
from the representative of the holders of such Guarantor Senior Indebtedness
(the "Guarantor Representative") of the

<PAGE>

                                      -77-

occurrence of a Payment Default, and in any such event, such prohibition shall
continue until such Payment Default is waived in writing in accordance with the
terms of such Guarantor Senior Indebtedness or otherwise ceases to exist. At
such time as the prohibition set forth in the preceding sentence shall no longer
be in effect, subject to the provisions of the following paragraph (b), such
Guarantor shall resume making any and all required payments in respect of its
obligations under its Guarantee, including any missed payments.

          (b) Unless Section 11.02 shall be applicable, upon the occurrence of a
Non-Payment Event of Default on Designated Senior Indebtedness of any Guarantor,
no payment or distribution (other than from the trust described in Section 9.01
or Section 9.04) of any assets of such Guarantor of any kind or character
(including, without limitation, cash, Property and any payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of such Guarantor being subordinated to its obligations under its
Guarantee) shall be made by such Guarantor, including, without limitation, by
way of set-off or otherwise, on account of any of its obligations under its
Guarantee, or on account of the purchase, redemption, defeasance or other
acquisition of the Notes and neither the Trustee nor any Holder shall take or
receive from any Guarantor, directly or indirectly in any manner, payment in
respect of all or any portion of its obligations under its Guarantee for a
period (the "Guarantee Payment Blockage Period") commencing on the date of
receipt by the Trustee of a Guarantor Payment Blockage Notice of such
Non-Payment Event of Default from the Guarantor Representative, unless and until
(subject to any blockage of payments that may then be in effect under the
preceding paragraph (a)) the earliest to occur of the following events: (w) the
date that is 179 days after the receipt of the Guarantor Payment Blockage Notice
by the Trustee, (x) such Non-Payment Event of Default shall have been cured or
waived in writing in accordance with the terms of the Guarantor Senior
Indebtedness or shall have ceased to exist, (y) such Designated Senior
Indebtedness shall have been discharged or indefeasibly paid in full in cash or
(z) such Guarantee Payment Blockage Period shall have been terminated by written
notice to such Guarantor or the Trustee from the Guarantor Representative
initiating such Guarantee Payment Blockage Period, or the holders of at least a
majority in principal amount of such issue of Designated Senior Indebtedness,
after which, in the case of clause (w), (x), (y) or (z), such Guarantor shall
resume making any and all required payments in respect of its obligations under
its Guarantee, including any missed payments. Notwithstanding any other
provisions of this Indenture, no Non-Payment Event of Default with respect to
Designated Senior Indebtedness which existed or was continuing on the date of
the commencement of any Guarantee Payment Blockage Period initiated by the
Guarantor Representative shall be, or be made, the basis for the commencement of
a second Guarantee Payment Blockage Period initiated by the Guarantor
Representative unless such Non-Payment Event of Default shall have been cured or
waived for a period of not less than 90 consecutive days. In no event shall a
Guarantee Payment Blockage Period extend beyond 179 days from the date of the
receipt by the Trustee of the Guarantor Payment Blockage Notice or, in the event
of a Non-Payment Event of Default which formed the basis for a Payment Blockage
Period under Section 12.03(b), 179 days from the date of the receipt by the
Trustee of the Payment Blockage Notice (an "Initial Guarantee Blockage Period").
Any number of additional Guarantee Payment Blockage Periods may be commenced
during an Initial Guarantee Blockage Period; provided, however, that no such
additional Guarantee Payment Blockage Period shall extend beyond the applicable
Initial Guarantee Blockage Period. After the expiration of an Initial Guarantee
Blockage Period, no Guarantee Payment Blockage Period may be commenced under
this Section 11.03(b) and no Payment Blockage Period may be commenced under
Section 12.03(b) until at least 360 consecutive days have elapsed from the day
of commencement of the Initial Guarantee Blockage Period.

          (c) In the event that, notwithstanding the foregoing, the Trustee or
any Holder shall have received any payment from a Guarantor prohibited by the
foregoing provisions of this Section 11.03, then and in such event such payment
shall be paid over and delivered forthwith to the Guarantor Representative
initiating the Guarantee Payment Blockage Period, in trust for distribution to
the holders of Guarantor Senior Indebtedness or, if no amounts are then due in
respect of Guarantor Senior Indebtedness, promptly returned to the Guarantor, or
as a court of competent jurisdiction shall direct.

<PAGE>

                                      -78-

Section 11.04. Trustee's Relation to Guarantor Senior Indebtedness.

          The Trustee and any agent of any Guarantor or the Trustee shall be
entitled to all the rights set forth in this Article 11 with respect to any
Guarantor Senior Indebtedness which may at any time be held by it in its
individual or any other capacity to the same extent as any other holder of
Guarantor Senior Indebtedness and nothing in this Indenture shall deprive the
Trustee or any such agent of any of its rights as such holder.

          With respect to the holders of Guarantor Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 11, and no implied
covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness and the Trustee shall not be liable to any holder of Guarantor
Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, such
Guarantor or any other Person, moneys or assets to which any holder of Guarantor
Senior Indebtedness shall be entitled by virtue of this Article 11 or otherwise.
Nothing in this Section 11.04 shall affect the obligation of any other such
Person receiving such payment or distribution from the Trustee or any other
Agent to hold such payment for the benefit of, and to pay such payment over to,
the holders of Guarantor Senior Indebtedness.

Section 11.05. Subrogation.

          Upon the payment in full in cash of all amounts payable under or in
respect of all Guarantor Senior Indebtedness of a Guarantor, the Holders shall
be subrogated to the rights of the holders of such Guarantor Senior Indebtedness
to receive payments and distributions of cash, property and securities of such
Guarantor made on such Guarantor Senior Indebtedness until all amounts due to be
paid under the Guarantee shall be paid in full. For the purposes of such
subrogation, no payments or distributions to holders of Guarantor Senior
Indebtedness of any cash, property or securities to which Holders or the Trustee
would be entitled except for the provisions of this Article 11, and no payments
over pursuant to the provisions of this Article 11 to holders of Guarantor
Senior Indebtedness by Holders or the Trustee, shall, as among each Guarantor,
its creditors other than holders of Guarantor Senior Indebtedness and the
Holders, be deemed to be a payment or distribution by such Guarantor to or on
account of such Guarantor Senior Indebtedness.

          If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article 11 shall have been
applied, pursuant to the provisions of this Article 11, to the payment of all
amounts payable under Guarantor Senior Indebtedness, then and in such case, the
Holders shall be entitled to receive from the holders of such Guarantor Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of Guarantor Senior Indebtedness in excess of the amount sufficient
to pay all amounts payable under or in respect of such Guarantor Senior
Indebtedness in full in cash.

Section 11.06. Guarantee Subordination Provisions Solely to Define Relative
               Rights.

          The subordination provisions of this Article 11 are and are intended
solely for the purpose of defining the relative rights of the Holders on the one
hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing
contained in this Article 11 or elsewhere in this Indenture or in the Notes is
intended to or shall (a) impair, as among each Guarantor, its creditors other
than holders of its Guarantor Senior Indebtedness and the Holders, the
obligation of such Guarantor, which is absolute and unconditional, to make
payments to the Holders in respect of its obligations under its Guarantee in
accordance with its terms; or (b) affect the relative rights against such
Guarantor of the Holders and creditors of such Guarantor other than the holders
of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder
from exercising all remedies otherwise permitted by applicable law upon a
Default or an Event of Default under this Indenture, subject to the rights, if
any,

<PAGE>

                                      -79-

under this Article 11 of the holders of Guarantor Senior Indebtedness (1) in any
case, proceeding, dissolution, liquidation or other winding-up, assignment for
the benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 11.02, to receive, pursuant to and in accordance
with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions specified
in Section 11.03, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 11.03(c).

          The failure by any Guarantor to make a payment in respect of its
obligations on its Guarantee by reason of any provision of this Article 11 shall
not be construed as preventing the occurrence of a Default or an Event of
Default hereunder.

Section 11.07. Trustee to Effectuate Subordination.

          Each Holder by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 11 and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of a
Guarantor whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
indebtedness of such Guarantor owing to such Holder in the form required in such
proceedings.

Section 11.08. No Waiver of Subordination Provisions.

          (a) No right of any present or future holder of any Guarantor Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of a
Guarantor or by any act or failure to act, in good faith, by any such holder, or
by any non-compliance by such Guarantor with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

          (b) Without limiting the generality of paragraph (a) of this Section,
the holders of Guarantor Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article 11 or the obligations hereunder of the
Holders to the holders of Guarantor Senior Indebtedness, do any one or more of
the following: (1) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Guarantor Senior Indebtedness or any
instrument evidencing the same or any agreement under which Guarantor Senior
Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Guarantor Senior
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Guarantor Senior Indebtedness; and (4) exercise or refrain from
exercising any rights against a Guarantor and any other Person; provided,
however, that in no event shall any such actions limit the right of the Holders
to take any action to accelerate the maturity of the obligations under the
Guarantees pursuant to Article 6 or to pursue any rights or remedies hereunder
or under applicable laws if the taking of such action does not otherwise violate
the terms of this Indenture.

Section 11.09. Notice to Trustee.

          (a) A Guarantor shall give prompt written notice to the Trustee of any
fact known to such Guarantor which would prohibit the making of any payment to
or by the Trustee at its Corporate Trust Office in respect of the Notes.
Notwithstanding the provisions of this Article 11 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the obligations under the Guarantees, unless and until the Trustee

<PAGE>

                                      -80-

shall have received written notice thereof from such Guarantor or a holder of
Guarantor Senior Indebtedness or from any trustee, fiduciary or agent therefor;
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of this Section 11.09, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 11.09 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose under this Indenture (including, without
limitation, the payment of the principal of, premium, if any, or interest on any
obligation under a Guarantee), then, anything herein contained to the contrary
notwithstanding but without limiting the rights and remedies of the holders of
Guarantor Senior Indebtedness or any trustee, fiduciary or agent therefor, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within two
Business Days prior to such date; nor shall the Trustee be charged with
knowledge of the curing of any such default or the elimination of the act or
condition preventing any such payment unless and until the Trustee shall have
received an Officers' Certificate to such effect.

          (b) In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 11, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article 11, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

Section 11.10. Reliance on Judicial Order or Certificate of Liquidating Agent.

          Upon any payment or distribution of assets of a Guarantor referred to
in this Article 11, the Trustee and the Holders shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Indebtedness and other
Indebtedness of such 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 11.

Section 11.11. No Suspension of Remedies.

          Nothing contained in this Article 11 shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
obligations under the Guarantees pursuant to Article 6 or to pursue any rights
or remedies hereunder or under applicable law, subject to the rights, if any,
under this Article 11 of the holders, from time to time, of Guarantor Senior
Indebtedness.

<PAGE>

                                      -81-

                                   ARTICLE 12

                             SUBORDINATION OF NOTES

Section 12.01. Notes Subordinate to Senior Indebtedness.

          The Company covenants and agrees, and the Trustee and each Holder by
its acceptance of Notes likewise covenants and agrees, that to the extent and in
the manner hereinafter set forth in this Article 12; the payment of all
obligations on the Notes by the Company are hereby expressly made subordinate
and subject in right of payment as provided in this Article 12 to the prior
indefeasible payment in full in cash of all Senior Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter incurred.

          This Section 12.01 and the following Sections 12.02 through 12.11
shall constitute a continuing offer to all Persons who, in reliance on such
provisions, become holders of or continue to hold Senior Indebtedness of the
Company; and such provisions are made for the benefit of all the holders of
Senior Indebtedness of the Company; and such holders are made obligees hereunder
and they or each of them may enforce such provisions.

Section 12.02. Payment Over of Proceeds upon Dissolution, etc.

          In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, whether voluntary or involuntary, (b) any
liquidation, dissolution or other winding-up of the Company, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, (c) any
general assignment for the benefit of creditors or (d) any other marshalling of
assets or liabilities of the Company, then and in any such event:

          (1) the holders of Senior Indebtedness of the Company shall be
     entitled to receive indefeasible payment in full in cash of all amounts due
     on or in respect of all Senior Indebtedness before the Holders are entitled
     to receive any payment or distribution of any kind or character (other than
     from the trust described in Section 9.01 or Section 9.04) on account of any
     obligations on the Notes; and

          (2) any payment or distribution of assets of the Company of any kind
     or character, whether in cash, Property or securities, by set-off or
     otherwise, to which the Holders or the Trustee would be entitled but for
     the provisions of this Article 12 (other than from the trust described in
     Section 9.01 or Section 9.04) shall be paid by the liquidating trustee or
     agent or other Person making such payment or distribution, whether a
     trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
     directly to the holders of Senior Indebtedness or their representative or
     representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Indebtedness may have
     been issued, ratably according to the aggregate amounts remaining unpaid on
     account of the Senior Indebtedness held or represented by each, to the
     extent necessary to make payment in full in cash of all Senior Indebtedness
     remaining unpaid, after giving effect to any concurrent payment or
     distribution to the holders of such Senior Indebtedness; and

          (3) in the event that, notwithstanding the foregoing provisions of
     this Section 12.02, the Trustee or any Holder shall have received any
     payment or distribution of assets of the Company of any kind or character,
     whether in cash, property or securities, including, without limitation, by
     way of set-off or otherwise, in respect of the principal of, premium, if
     any, and interest on the Notes before all Senior

<PAGE>

                                      -82-

     Indebtedness is indefeasibly paid in full in cash, then and in such event
     such payment or distribution shall be paid over or delivered forthwith to
     the trustee in bankruptcy, receiver, liquidating trustee, custodian,
     assignee, agent or other Person making payment or distribution of assets of
     the Company for application to the payment of all such Senior Indebtedness
     remaining unpaid, to the extent necessary to pay all Senior Indebtedness in
     full in cash or, as acceptable to the holders of such Senior Indebtedness,
     any other manner, after giving effect to any concurrent payment or
     distribution, to or for the holders of such Senior Indebtedness.

          The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Article 12 if the Person
formed by such consolidation or the surviving entity of such merger or the
Person which acquires by conveyance, transfer or lease such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance, transfer or lease, comply with the
conditions set forth in such Article 5.

Section 12.03. Suspension of Payment When Senior Indebtedness in Default.

          (a) Unless Section 12.02 shall be applicable, upon the occurrence of a
Payment Default on Designated Senior Indebtedness of the Company, no payment or
distribution (other than from the trust described in Section 9.01 or Section
9.04) of any assets or securities of the Company of any kind or character
(including, without limitation, cash, property and any payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of the Company being subordinated to the payment of the Notes by
the Company) shall be made by the Company or any Subsidiary of the Company,
including, without limitation, by way of set-off or otherwise, for or on account
of any obligations under the Notes or this Indenture, or for or on account of
the purchase, redemption or other acquisition of the Notes, and neither the
Trustee nor any Holder shall take or receive from the Company or any Subsidiary,
directly or indirectly in any manner, payment in respect of all or any portion
of the Notes commencing on the date of receipt by the Trustee of written notice
("Payment Blockage Notice") from the representative of the holders of such
Designated Senior Indebtedness (the "Representative") to the Trustee of written
notice of the occurrence of a Payment Default, and in any such event, such
prohibition shall continue until such Payment Default is cured, waived in
writing in accordance with the terms of such Designated Senior Indebtedness or
otherwise ceases to exist. At such time as the prohibition set forth in the
preceding sentence shall no longer be in effect, subject to the provisions of
the following paragraph (b), the Company shall resume making any and all
required payments in respect of the Notes, including any missed payments.

          (b) Unless Section 12.02 shall be applicable, upon the occurrence of a
Non-Payment Event of Default on Designated Senior Indebtedness of the Company,
no payment or distribution (other than from the trust described in Section 9.01
or Section 9.04) of any assets of the Company of any kind or character
(including, without limitation, cash, property and any payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of the Company being subordinated to the payment of the Notes by
the Company) shall be made by the Company or any Subsidiary of the Company,
including, without limitation, by way of set-off or otherwise, on account of any
obligations under the Notes or this Indenture or on account of the purchase,
redemption, defeasance or other acquisition of Notes and neither the Trustee nor
any Holder shall take or receive from the Company or any such Subsidiary,
directly or indirectly in any manner, payment in respect of all or any portion
of the Notes for a period (the "Payment Blockage Period") commencing on the date
of receipt by the Trustee of a Payment Blockage Notice of such Non-Payment Event
of Default from the Representative unless and until (subject to any blockage of
payments that may then be in effect under the pre-

<PAGE>

                                      -83-

ceding paragraph (a)) the earliest to occur of the following events: (w) the
date that is 179 days after receipt of the Payment Blockage Notice by the
Trustee, (x) such Non-Payment Event of Default shall have been cured or waived
in writing in accordance with the terms of such Designated Senior Indebtedness
or shall have ceased to exist, (y) such Designated Senior Indebtedness shall
have been discharged or indefeasibly paid in full in cash or (z) such Payment
Blockage Period shall have been terminated by written notice to the Company or
the Trustee from the Representative initiating such Payment Blockage Period, or
the holders of at least a majority in principal amount of such issue of
Designated Senior Indebtedness, after which, in the case of clause (w), (x), (y)
or (z), the Company shall resume making any and all required payments in respect
of the Notes, including any missed payments. Notwithstanding any other
provisions of this Indenture, no Non-Payment Event of Default with respect to
Designated Senior Indebtedness which existed or was continuing on the date of
the commencement of any Payment Blockage Period initiated by the Representative
shall be, or be made, the basis for the commencement of a second Payment
Blockage Period initiated by the Representative unless such event of default
shall have been waived for a period of not less than 90 consecutive days. In no
event shall a Payment Blockage Period extend beyond 179 days from the date of
the receipt by the Trustee of the Payment Blockage Notice or in the event of a
Non-Payment Event of Default which formed the basis of a Guarantee Payment
Blockage Period under Section 11.03(b), 179 days from the receipt by the Trustee
of the Guarantor Payment Blockage Notice (an "Initial Blockage Period"). Any
number of additional Payment Blockage Periods may be commenced during an Initial
Blockage Period; provided, however, that no such additional Payment Blockage
Period shall extend beyond the applicable Initial Blockage Period. After the
expiration of an Initial Blockage Period, no Payment Blockage Period may be
commenced under this clause (b) and no Guarantee Payment Blockage Period may be
commenced under Section 11.03(b) until at least 360 consecutive days have
elapsed from the day of commencement of the applicable Initial Blockage Period.

          (c) In the event that, notwithstanding the foregoing, the Trustee or
any Holder shall have received any payment prohibited by the foregoing
provisions of this Section 12.03, then and in such event such payment shall be
paid over and delivered forthwith to the Representative initiating the Payment
Blockage Period, in trust for distribution to the holders of Senior Indebtedness
or, if no amounts are then due in respect of Senior Indebtedness, promptly
returned to the Company, or otherwise as a court of competent jurisdiction shall
direct.

Section 12.04. Trustee's Relation to Senior Indebtedness.

          The Trustee and any agent of the Company or the Trustee shall be
entitled to all the rights set forth in this Article 12 with respect to any
Senior Indebtedness which may at any time be held by it in its individual or any
other capacity to the same extent as any other holder of Senior Indebtedness and
nothing in this Indenture shall deprive the Trustee or any such agent of any of
its rights as such holder.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall mistakenly pay
over or deliver to Holders, the Company or any other Person, moneys or assets to
which any holder of Senior Indebtedness shall be entitled by virtue of this
Article 12 or otherwise. Nothing in this Section 12.04 shall affect the
obligation of any other such Person receiving such payment or distribution from
the Trustee or any other Agent to hold such payment for the benefit of, and to
pay such payment over to, the holders of Senior Indebtedness.

<PAGE>

                                      -84-

Section 12.05. Subrogation.

          Upon the payment in full in cash of all Senior Indebtedness, the
Holders shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of,
premium, if any and interest on the Notes shall be paid in full. For purposes of
such subrogation, no payments or distributions to the holders of Senior
Indebtedness of any cash, property or securities to which the Holders or the
Trustee would be entitled except for the provisions of this Article 12, and no
payments over pursuant to the provisions of this Article 12 to the holders of
Senior Indebtedness by Holders or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

          If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article 12 shall have been
applied, pursuant to the provisions of this Article 12, to the payment of all
amounts payable under the Senior Indebtedness of the Company, then and in such
case the Holders shall be entitled to receive from the holders of such Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of such Senior Indebtedness in excess of the amount sufficient to
pay all amounts payable under or in respect of such Senior Indebtedness in full
in cash.

Section 12.06. Provisions Solely to Define Relative Rights.

          The provisions of this Article 12 are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article 12 or elsewhere in this Indenture or in the Notes is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the principal of, premium, if
any, and interest on the Notes as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the
Company of the Holders and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or any Holder from exercising
all remedies otherwise permitted by applicable law upon a Default or an Event of
Default under this Indenture, subject to the rights, if any, under this Article
12 of the holders of Senior Indebtedness (1) in any case, proceeding,
dissolution, liquidation or other winding-up, assignment for the benefit of
creditors or other marshalling of assets and liabilities of the Company referred
to in Section 12.02, to receive, pursuant to and in accordance with such
section, cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder, or (2) under the conditions specified in Section 12.03,
to prevent any payment prohibited by such section or enforce their rights
pursuant to Section 12.03(c).

          The failure to make a payment on account of principal of, premium, if
any, or interest on the Notes by reason of any provision of this Article 12
shall not be construed as preventing the occurrence of a Default or an Event of
Default hereunder.

Section 12.07. Trustee to Effectuate Subordination.

          Each Holder by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 12 and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
indebtedness of the Company owing to such Holder in the form required in such
proceedings.

<PAGE>

                                      -85-

Section 12.08. No Waiver of Subordination Provisions.

          (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

          (b) Without limiting the generality of paragraph (a) of this Section,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article 12 or the obligations hereunder of the
Holders to the holders of Senior Indebtedness, do any one or more of the
following: (1) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any
Person liable in any manner for the collection or payment of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against the
Company and any other Person; provided, however, that in no event shall any such
actions limit the right of the Holders to take any action to accelerate the
maturity of the Notes pursuant to Article 6 or to pursue any rights or remedies
hereunder or under applicable laws if the taking of such action does not
otherwise violate the terms of this Indenture.

Section 12.09. Notice to Trustee.

          (a) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee at its Corporate Trust Office in respect of the Notes.
Notwithstanding the provisions of this Article 12 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Notes, unless and until the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any
trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of this Section 12.09,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 12.09 at least two Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose under this
Indenture (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Note), then, anything herein contained to
the contrary notwithstanding but without limiting the rights and remedies of the
holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within two
Business Days prior to such date; nor shall the Trustee be charged with
knowledge of the curing of any such default or the elimination of the act or
condition preventing any such payment unless and until the Trustee shall have
received an Officers' Certificate to such effect.

          (b) In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 12, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 12, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

<PAGE>

                                      -86-

Section 12.10. Reliance on Judicial Order or Certificate of Liquidating Agent.

          Upon any payment or distribution of assets of the Company referred to
in this Article 12, the Trustee and the Holders shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of 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 12.

Section 12.11. No Suspension of Remedies.

          Nothing contained in this Article 12 shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
Notes pursuant to Article 6 or to pursue any rights or remedies hereunder or
under applicable law, subject to the rights, if any, under this Article 12 of
the holders, from time to time, of Senior Indebtedness.

                                   ARTICLE 13

                                  MISCELLANEOUS

Section 13.01. TIA 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 notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

          If to the Company or any Guarantor:

               The Brickman Group, Ltd.
               375 South Flowers Mill Road
               Langhorne, PA  19047
               Attention:  Chief Financial Officer
               Tel: (215) 757-9400
               Fax: (215) 891-1259

<PAGE>

                                      -87-

          Copy to:

               Kirkland & Ellis
               200 E. Randolph Drive
               Chicago, IL  60601
               Attention:  Gerald Nowak
               Tel: (312) 861-2000
               Fax: (312) 861-2200

          If to the Trustee:

               Bank One, N.A.
               153 West 51st Street
               New York, NY  10019
               Attention:  Corporate Trust Administration
               Tel: (212) 373-1185
               Fax: (212) 373-1384

          The Company, any Guarantor or the Trustee by written notice to the
others may designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company, any Guarantors or
the Trustee, shall be deemed to have been given or made as of the date so
delivered if personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five (5) days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee); provided, however, that notices to the Trustee shall be deemed given
upon receipt.

          Any notice or communication mailed to a Holder shall be mailed to him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar.

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

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

Section 13.03. Communications by Holders with Other Holders.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Guarantors, 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 or any Guarantor to the
Trustee to take any action under this Indenture, the Company or such Guarantor,
as the case may be, shall furnish to the Trustee:

<PAGE>

                                      -88-

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 13.05 below) stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 13.05 below) stating that, in the opinion of such counsel,
     all such conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with.

Section 13.05. Statements Required in Officers' Certificate and Opinion.

          Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

          (1) a statement that the person making such certificate or opinion has
     read such covenant or condition and the definitions relating thereto;

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

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

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

Section 13.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

Section 13.07. Business Days; Legal Holidays.

          A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not required to be open in the State of New York.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 13.08. Governing Law.

          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

<PAGE>

                                      -89-

Section 13.09. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

Section 13.10. No Recourse Against Others.

          A director, officer, employee, stockholder or incorporator, as such,
of the Company or any Guarantor shall not have any liability for any obligations
of the Company or any Guarantor under the Notes, the Guarantees or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creations. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

Section 13.11. Successors.

          All agreements of each of the Company and each Guarantor in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind its successor.

Section 13.12. Multiple Counterparts.

          The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

Section 13.13. Table of Contents, Headings, etc.

          The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 13.14. Separability.

          Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

<PAGE>

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

                                        THE BRICKMAN GROUP, LTD.


                                        By:   /s/ Mark A. Hjelle
                                            ------------------------------------
                                            Name: Mark A. Hjelle
                                            Title: Vice President

                                      S-1

<PAGE>

                                        Guarantors:

                                        BROOKWOOD LANDSCAPE, INC.


                                        By:   /s/ Mark A. Hjelle
                                            ------------------------------------
                                            Name: Mark A. Hjelle
                                            Title: Vice President


                                        BRICKMAN SUB, INC.


                                        By:   /s/ Mark A. Hjelle
                                            ------------------------------------
                                            Name: Mark A. Hjelle
                                            Title: Vice President

                                      S-2

<PAGE>

                                        BANK ONE, N.A.,
                                            as Trustee


                                        By:   /s/ Eva Aryeetey
                                            ------------------------------------
                                            Name: Eva Aryeetey
                                            Title: Authorized Officer

                                      S-3

<PAGE>

                                                                       EXHIBIT A

                                                       CUSIP No.:
                                                                 ---------------

                    11 3/4% SENIOR SUBORDINATED NOTE DUE 2009

No.                                                              $
   ----------                                                     --------------

          The Brickman Group, Ltd., a Delaware corporation (the "Company," which
term includes any successor entity), for value received promises to pay to
                   or registered assigns, the principal sum of [_______________]
------------------
DOLLARS on December 15, 2009.

          Interest Payment Dates: June 15 and December 15, commencing June
15,2003.

          Record Dates: June 1 and December 1.

          Reference is made to the further provisions of this Note contained
herein and the Indenture (as defined), which will for all purposes have the same
effect as if set forth at this place.

                                      A-1

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.

                                        THE BRICKMAN GROUP, LTD.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      A-2

<PAGE>

Certificate of Authentication

          This is one of the 11 3/4% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.

                                        BANK ONE, N.A.,
                                            as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

                                      A-3

<PAGE>

                              (REVERSE OF SECURITY)

                    11 3/4% SENIOR SUBORDINATED NOTE DUE 2009

          1. Interest. The Brickman Group, Ltd., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest on the Notes will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from the date of the original issuance of the Notes. The Company will pay
interest semi-annually in arrears on each Interest Payment Date, commencing June
15, 2003. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

          The Company shall pay interest on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful from time to time on demand at the rate borne by the Notes.

          2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on June 1 or December 1 immediately preceding the Interest
Payment Date (whether or not such day is a Business Day) even if the Notes are
cancelled on registration of transfer or registration of exchange after such
Record Date. Holders must surrender Notes to a Paying Agent to collect principal
payments. Payments of principal and premium, if any, will be made (on
presentation of such Notes if in certificated form) in money of the United
States that at the time of payment is legal tender for payment of public and
private debts; provided, however, that the Company may pay principal, premium,
if any, and interest by check payable in such money. The Company may deliver any
such interest payment to the Paying Agent or to a Holder at the Holder's
registered address.

          3. Paying Agent and Registrar. Initially, Bank One, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

          4. Indenture. The Company issued this Note under an Indenture, dated
as of December 20, 2002 (the "Indenture"), by and among the Company, the
Guarantors and the Trustee. This Note is one of a duly authorized issue of
Initial Notes of the Company designated as its 11 3/4% Senior Subordinated Notes
due 2009 (the "Notes"). The Notes include the Initial Notes, the Additional
Notes and the Exchange Notes (as defined below) issued in exchange for the
Initial Notes and Additional Notes pursuant to the Indenture. The Initial Notes,
the Additional Notes and the Exchange Notes are treated as a single class of
securities under the Indenture. Capitalized terms herein are used as defined in
the Indenture unless otherwise defined herein. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"), as in effect on the date of the Indenture. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of them. The Notes are
general unsecured obligations of the Company.

          5. Subordination. The Notes are unsecured obligations of the Company
and subordinated in right of payment, in the manner and to the extent set forth
in the Indenture, to the prior payment in full in cash of all Senior
Indebtedness of the Company, whether outstanding on the date of the Indenture or
thereafter created, incurred, assumed or guaranteed. Each Holder by his
acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purposes.

                                      A-4

<PAGE>

          6. Guarantee. The obligations of the Company hereunder are guaranteed
on a senior subordinated basis by the Guarantors. Each Guarantee by a Guarantor
is subordinated in right of payment to all Guarantor Senior Indebtedness of such
Guarantor to the same extent that the Notes are subordinated to Senior
Indebtedness of the Company.

          7. Redemption.

          (a) Optional Redemption. The Company may redeem the Notes, at its
option, in whole at any time or in part from time to time, on and after December
15, 2006 at the following Redemption Prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on December 15 of the year set forth below, plus, in each case, accrued and
unpaid interest thereon, if any, to the date of redemption.

Year                                                                  Percentage
----                                                                  ----------
2006...............................................................    105.875%
2007...............................................................    102.938%
2008 and thereafter................................................    100.000%

          (b) Optional Redemption upon Equity Offerings. Notwithstanding the
foregoing, the Company may redeem in the aggregate up to 35% of the original
principal amount of Notes at any time and from time to time prior to December
15, 2005 at a Redemption Price equal to 111.75% of the aggregate principal
amount so redeemed, plus accrued and unpaid interest, if any, to the Redemption
Date out of the Net Proceeds of one or more Public Equity Offerings; provided
that

          (1) at least 65% of the principal amount of Notes originally issued
     remains outstanding immediately after the occurrence of any such redemption
     and

          (2) any such redemption occurs within 90 days following the closing of
     such Public Equity Offering.

          8. Notice of Redemption. Notice of redemption under paragraphs 7(a)
and 7(b) of this Note will be mailed at least 30 days but not more than 60 days
before the Redemption Date to each Holder to be redeemed at such Holder's
registered address.

          Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption will cease to bear interest from and after such Redemption Date
and the only right of the Holders of such Notes will be to receive payment of
the Redemption Price plus accrued interest, if any.

          9. Offers to Purchase. The Indenture provides that, after certain
Asset Sales (as defined in the Indenture) and upon the occurrence of a Change of
Control (as defined in the Indenture), and subject to further limitations
contained therein, the Company will make an offer to purchase certain amounts of
the Notes in accordance with the procedures set forth in the Indenture.

          10. Registration Rights. Pursuant to the Registration Rights Agreement
by and among the Company, the Guarantors and the Initial Purchasers, the Company
will be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for the Company's Series
B 11 3/4% Senior Subordinated Notes due 2009 (the "Exchange Notes"), which have
been registered under the Securities Act, in like principal amount and having
terms identical in all material respects to the Initial Notes.

                                      A-5

<PAGE>

The Holders of the Initial Notes shall be entitled to receive certain Additional
Interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

          11. Denominations; Transfer; Exchange. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples
thereof. A Holder shall register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption.

          12. Persons Deemed Owners. The registered holder of a Note shall be
treated as the owner of it for all purposes.

          13. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company. After that, Holders entitled to money must look to
the Company for payment as general creditors unless an "abandoned property" law
designates another person.

          14. Legal Defeasance and Covenant Defeasance. If the Company at any
time deposits with the Trustee U.S. legal tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating to
defeasance, the Company will be discharged from certain provisions of the
Indenture and the Notes (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes).

          15. Amendments, Supplements, and Waivers. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Notes in addition to or in place of certificated Notes or make any other change
that does not adversely affect in any material respect the rights of any Holder.

          16. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, make payments in respect of its Capital Stock, enter
into transactions with Affiliates, create dividend or other payment restrictions
affecting Restricted Subsidiaries, sell assets, create liens, issue capital
stock, enter into sale and lease-back transactions, make certain Investments,
merge or consolidate with any other Person, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets. Such
limitations are subject to a number of important qualifications and exceptions.
The Company must quarterly report to the Trustee on compliance with such
limitations.

          17. Successor Entity. When a successor entity assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes and
the Indenture, and immediately before and thereafter no Default or Event of
Default exists and certain other conditions are satisfied, the predecessor
entity will be released from those obligations.

          18. Defaults and Remedies. Events of Default are set forth in the
Indenture. If an Event of Default (other than an Event of Default pursuant to
Section 6.01(f) or (g) of the Indenture) shall have occurred and be continuing,
then the Trustee or the Holders of not less than 25% in aggregate principal
amount of the

                                      A-6

<PAGE>

Notes then outstanding, may declare to be immediately due and payable the entire
principal amount of all the Notes then outstanding plus accrued interest to the
date of acceleration; provided, however, that after such acceleration but before
a judgment or decree based on such acceleration is obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding Notes may
rescind and annul such acceleration and its consequences if all existing Events
of Default, other than the nonpayment of principal, premium, if any, or interest
that has become due solely because of the acceleration, have been cured or
waived. No such rescission shall affect any subsequent Default or impair any
right consequent thereto. In case an Event of Default specified in Section
6.01(f) or (g) of the Indenture occurs, such principal amount, together with
premium, if any, and interest with respect to all of the Notes, shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders.

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

          20. No Recourse Against Others. As more fully described in the
Indenture, no director, officer, employee, stockholder or incorporator, as such,
of the Company shall have any liability for any obligation of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

          21. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

          22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

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

          24. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

          25. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture which has the text of this Note in larger
type. Requests may be made to: The Brickman Group, Ltd., 375 South Flowers Mill
Road, Langhorne, Pennsylvania 19047, Attention: Chief Financial Officer.

                                      A-7

<PAGE>

                                FORM OF GUARANTEE

          Each Guarantor (capitalized terms used herein have the meanings given
such terms in the Indenture referred to in the Note upon which this notation is
endorsed) hereby unconditionally guarantees on a senior subordinated basis (such
guarantee being referred to herein as the "Guarantee") the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, whether
at maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal, premium and interest on the Notes, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee, all in accordance with the terms set forth in Article 10
of the Indenture.

          The obligations of each Guarantor to the Holders and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth, and are
expressly subordinated and subject in right of payment to the prior payment in
full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and
in the manner provided in Article 11 of the Indenture.

          This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

          This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law.

          This Guarantee is subject to release upon the terms set forth in the
Indenture.

                                        [____________]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      A-8

<PAGE>

                                 ASSIGNMENT FORM

          If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Note to:

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

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

--------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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


Date:                     Signed:
      ---------------             ----------------------------------------------
                                    (Sign exactly as your name appears on the
                                     other side of this Note)

Medallion Guarantee:
                     ----------------------------------------

                                      A-9

<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.13 or Section 4.16 of the Indenture, check the appropriate
box:

                                Section 4.13 [ ]
                                Section 4.16 [ ]

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.13 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$
  --------------------


Date:
     ----------------     ------------------------------------------------------
                          NOTICE: The signature on this assignment must
                          correspond with the name as it appears upon the face
                          of the within Note in every particular without
                          alteration or enlargement or any change whatsoever and
                          be guaranteed by the endorser's bank or broker.

Medallion Guarantee:
                     ----------------------------------------

                                      A-10

<PAGE>

                                                                       EXHIBIT B

                                                       CUSIP No.:
                                                                  --------------

                            THE BRICKMAN GROUP, LTD.
               SERIES B 11 3/4% SENIOR SUBORDINATED NOTE DUE 2009

No.                                                               $
   ----------                                                      -------------

          The Brickman Group, Ltd., a Delaware corporation (the "Company," which
term includes any successor entity), for value received promises to pay to or
registered assigns, the principal sum of [_______] DOLLARS on December 15, 2009.

          Interest Payment Dates: June 15 and December 15, commencing June 15,
2003.

          Record Dates: June 1 and December 1.

          Reference is made to the further provisions of this Note contained
herein and the Indenture (as defined), which will for all purposes have the same
effect as if set forth at this place.

                                      B-1

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.

                                        THE BRICKMAN GROUP, LTD.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      B-2

<PAGE>

Certificate of Authentication

          This is one of the Series B 11 3/4% Senior Subordinated Notes due 2009
referred to in the within-mentioned Indenture.

                                        BANK ONE, N.A.,
                                           as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

                                      B-3

<PAGE>

                              (REVERSE OF SECURITY)

                    11 3/4% SENIOR SUBORDINATED NOTE DUE 2009

          1. Interest. The Brickman Group, Ltd., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest on the Notes will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from the date of the original issuance of the Notes. The Company will pay
interest semi-annually in arrears on each Interest Payment Date, commencing June
15, 2003. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

          The Company shall pay interest on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful from time to time on demand at the rate borne by the Notes.

          2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on June 1 or December 1 immediately preceding the Interest
Payment Date (whether or not such day is a Business Day) even if the Notes are
cancelled on registration of transfer or registration of exchange after such
Record Date. Holders must surrender Notes to a Paying Agent to collect principal
payments. Payments of principal and premium, if any, will be made (on
presentation of such Notes if in certificated form) in money of the United
States that at the time of payment is legal tender for payment of public and
private debts; provided, however, that the Company may pay principal, premium,
if any, and interest by check payable in such money. The Company may deliver any
such interest payment to the Paying Agent or to a Holder at the Holder's
registered address.

          3. Paying Agent and Registrar. Initially, Bank One, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

          4. Indenture. The Company issued this Note under an Indenture, dated
as of December 20, 2002 (the "Indenture"), by and among the Company, the
Guarantors and the Trustee. This Note is one of a duly authorized issue of Notes
of the Company designated as its Series B 11 3/4% Senior Subordinated Notes due
2009 (the "Exchange Notes") issued in exchange for the initial 11 3/4% Senior
Subordinated Notes due 2009 (the "Initial Notes" and, together with the
Additional Notes and the Exchange Notes, the "Notes"). Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders are referred to the Indenture and the TIA for a
statement of them. The Notes are general unsecured obligations of the Company.

          5. Subordination. The Notes are unsecured obligations of the Company
and subordinated in right of payment, in the manner and to the extent set forth
in the Indenture, to the prior payment in full in cash of all Senior
Indebtedness of the Company, whether outstanding on the date of the Indenture or
thereafter created, incurred, assumed or guaranteed. Each Holder by his
acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purposes.

                                      B-4

<PAGE>

          6. Guarantee. The obligations of the Company hereunder are guaranteed
on a senior subordinated basis by the Guarantors. Each Guarantee by a Guarantor
is subordinated in right of payment to all Guarantor Senior Indebtedness of such
Guarantor to the same extent that the Notes are subordinated to Senior
Indebtedness of the Company.

          7. Redemption.

          (a) Optional Redemption. The Company may redeem the Notes, at its
option, in whole at any time or in part from time to time, on and after December
15, 2006 at the following Redemption Prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on December 15 of the year set forth below, plus, in each case, accrued and
unpaid interest thereon, if any, to the date of redemption.

Year                                                                  Percentage
----                                                                  ----------
2006...............................................................    105.875%
2007...............................................................    102.938%
2008 and thereafter................................................    100.000%

          (b) Optional Redemption upon Equity Offerings. Notwithstanding the
foregoing, the Company may redeem in the aggregate up to 35% of the original
principal amount of Notes at any time and from time to time prior to December
15, 2005 at a Redemption Price equal to 111.75% of the aggregate principal
amount so redeemed, plus accrued and unpaid interest, if any, to the Redemption
Date out of the Net Proceeds of one or more Public Equity Offerings; provided
that

          (1) at least 65% of the principal amount of Notes originally issued
     remains outstanding immediately after the occurrence of any such redemption
     and

          (2) any such redemption occurs within 90 days following the closing of
     such Public Equity Offering.

          8. Notice of Redemption. Notice of redemption under paragraphs 7(a)
and 7(b) of this Note will be mailed at least 30 days but not more than 60 days
before the Redemption Date to each Holder to be redeemed at such Holder's
registered address.

          Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption will cease to bear interest from and after such Redemption Date
and the only right of the Holders of such Notes will be to receive payment of
the Redemption Price plus accrued interest, if any.

          9. Offers to Purchase. The Indenture provides that, after certain
Asset Sales (as defined in the Indenture) and upon the occurrence of a Change of
Control (as defined in the Indenture), and subject to further limitations
contained therein, the Company will make an offer to purchase certain amounts of
the Notes in accordance with the procedures set forth in the Indenture.

          10. Denominations; Transfer; Exchange. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples
thereof. A Holder shall register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental

                                      B-5

<PAGE>

charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange of any Notes or portions
thereof selected for redemption.

          11. Persons Deemed Owners. The registered holder of a Note shall be
treated as the owner of it for all purposes.

          12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company. After that, Holders entitled to money must look to
the Company for payment as general creditors unless an "abandoned property" law
designates another person.

          13. Legal Defeasance and Covenant Defeasance. If the Company at any
time deposits with the Trustee U.S. legal tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating to
defeasance, the Company will be discharged from certain provisions of the
Indenture and the Notes (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes).

          14. Amendments, Supplements, and Waivers. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Notes in addition to or in place of certificated Notes or make any other change
that does not adversely affect in any material respect the rights of any Holder.

          15. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, make payments in respect of its Capital Stock, enter
into transactions with Affiliates, create dividend or other payment restrictions
affecting Restricted Subsidiaries, sell assets, create liens, issue capital
stock, enter into sale and lease-back transactions, make certain Investments,
merge or consolidate with any other Person, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets. Such
limitations are subject to a number of important qualifications and exceptions.
The Company must annually report to the Trustee on compliance with such
limitations.

          16. Successor Entity. When a successor entity assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes and
the Indenture, and immediately before and thereafter no Default or Event of
Default exists and certain other conditions are satisfied, the predecessor
entity will be released from those obligations.

          17. Defaults and Remedies. Events of Default are set forth in the
Indenture. If an Event of Default (other than an Event of Default pursuant to
Section 6.01(f) or (g) of the Indenture) shall have occurred and be continuing,
then the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, may declare to be immediately due and
payable the entire principal amount of all the Notes then outstanding plus
accrued interest to the date of acceleration; provided, however, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Notes may rescind and annul such acceleration and its
consequences if all existing Events of Default, other than the nonpayment of
principal, premium, if any, or interest that has become due solely because of
the acceleration, have been cured or waived. No such rescission shall affect any
subsequent Default or impair any right consequent thereto. In case an Event of
Default specified in Section 6.01(f) or (g) of the Indenture occurs, such
principal amount, together with premium, if any, and interest

                                      B-6

<PAGE>

with respect to all of the Notes, shall be due and payable immediately without
any declaration or other act on the part of the Trustee or the Holders.

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

          19. No Recourse Against Others. As more fully described in the
Indenture, no director, officer, employee, stockholder or incorporator, as such,
of the Company shall have any liability for any obligation of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

          20. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

          21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

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

          23. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

          24. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture which has the text of this Note in larger
type. Requests may be made to: The Brickman Group, Ltd., 375 South Flowers Mill
Road, Langhorne, Pennsylvania 19047 Attention: Chief Financial Officer.

                                      B-7

<PAGE>

                                FORM OF GUARANTEE

          Each Guarantor (capitalized terms used herein have the meanings given
such terms in the Indenture referred to in the Note upon which this notation is
endorsed) hereby unconditionally guarantees on a senior subordinated basis (such
guarantee being referred to herein as the "Guarantee") the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, whether
at maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal, premium and interest on the Notes, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee, all in accordance with the terms set forth in Article 10
of the Indenture.

          The obligations of each Guarantor to the Holders and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth, and are
expressly subordinated and subject in right of payment to the prior payment in
full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and
in the manner provided in Article 11 of the Indenture.

          This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

          This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law.

          This Guarantee is subject to release upon the terms set forth in the
Indenture.

                                        [_________]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      B-8

<PAGE>

                                 ASSIGNMENT FORM

          If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Note to:

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

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

--------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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


Date:                     Signed:
      --------------             -----------------------------------------------
                                  (Sign exactly as your name appears on the
                                  other side of this Note)

Medallion Guarantee:
                      --------------------------------------------------

                                      B-9

<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.13 or Section 4.16 of the Indenture, check the appropriate
box:

                                Section 4.13 [ ]
                                Section 4.16 [ ]

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.13 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$
 ------------


Date:
     ---------------      ------------------------------------------------------
                          NOTICE: The signature on this assignment must
                          correspond with the name as it appears upon the face
                          of the within Note in every particular without
                          alteration or enlargement or any change whatsoever and
                          be guaranteed by the endorser's bank or broker.

Medallion Guarantee:
                     ------------------------------------------

                                   B-10

<PAGE>

                                                                       EXHIBIT C

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES

  Re: The Brickman Group, Ltd. (the "Company")
      11 3/4% Senior Subordinated Notes due 2009 (the "Notes")

     This Certificate relates to $        principal amount of Notes held in the
                                  -------
form of*     a beneficial interest in a Global Note or*             Certificated
         ---                                            -----------
Notes by                (the "Transferor").
         --------------

The Transferor:

          [ ] has requested by written order that the Registrar deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Certificated Note or Certificated Notes in definitive, registered form of
authorized denominations and an aggregate number equal to its beneficial
interest in such Global Note (or the portion thereof indicated above); or

          [ ] has requested by written order that the Registrar exchange or
register the transfer of a Certificated Note or Certificated Notes.

          In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above captioned Notes and the restrictions on
transfers thereof as provided in Section 2.16 of such Indenture, and that the
transfer of the Notes does not require registration under the Securities Act of
1933, as amended (the "Securities Act"), because*:

          [ ] Such Note is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.16 of the Indenture).

          [ ] Such Note is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act), in reliance on Rule
144A.

          [ ] Such Note is being transferred to an institutional "accredited
investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule
501 under the Securities Act) which delivers a certificate to the Trustee in the
form of Exhibit D to the Indenture.

          [ ] Such Note is being transferred in reliance on Regulation S under
the Securities Act and a transfer certificate for Regulation S transfers in the
form of Exhibit E to the Indenture accompanies this certification. An Opinion of
Counsel to the effect that such transfer does not require registration under the
Securities Act accompanies this certification.

          [ ] Such Note is being transferred in reliance on Rule 144 under the
Securities Act. An Opinion of Counsel to the effect that such transfer does not
require registration under the Securities Act accompanies this certification.

                                      C-1

<PAGE>

          [ ] Such Note is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Securities Act other
than Rule 144A or Rule 144 under the Securities Act to a person other than an
institutional "accredited investor." An Opinion of Counsel to the effect that
such transfer does not require registration under the Securities Act accompanies
this certification.

                                        ----------------------------------------
                                        [INSERT NAME OF TRANSFEROR]


                                        By:
                                            ------------------------------------
                                            [Authorized Signatory]

Date:
     --------------------------------
*Check applicable box.

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                   Form of Transferee Letter of Representation

BANK ONE, N.A.

Attention:  Corporate Trust Division

Ladies and Gentlemen:

          This certificate is delivered to request a transfer of $
                                                                  --------
principal amount of the 11 3/4% Senior Subordinated Notes due 2009 of The
Brickman Group, Ltd. (the "Company") and any guarantee thereof (the "Notes").
Upon transfer, the Notes would be registered in the name of the new beneficial
owner as follows:

          Name:
               --------------------------------------------------
          Address:
                  -----------------------------------------------
          Taxpayer ID Number:
                             ------------------------------------

          The undersigned represents and warrants to you that:

          1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the "Securities
Act")) purchasing Notes for our own account or for the account of such an
institutional "accredited investor" and we are acquiring the Notes not with a
view to, or for offer or sale in connection with, any distribution in violation
of the Securities Act. We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risk of our
investment in the Notes and we invest in or purchase securities similar to the
Notes in the normal course of our business. We and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

          2. We acknowledge that we have had access to such financial and other
information, and have been afforded the opportunity to ask such questions of
representatives of the Company and receive answers thereto, as we deem
necessary.

          3. We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Notes that we will not prior to the date
(the "Resale Restriction Termination Date") that is two years after the later of
the original issuance of the Notes and the last date on which the Company or any
affiliate of the Company was the owner of such Notes (or any predecessor
thereto) offer, sell or otherwise transfer such Notes except (a) to the Company
or any subsidiary of the Company, (b) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act (c)
inside the United States to an "institutional accredited investor" as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
the Trustee a signed letter substantially in the form of this letter (d) outside
the United States in an offshore transaction in compliance with Rule 904 under
the Securities Act (e) pursuant to any other available exemption from the
registration requirements of the Securities Act or (f) pursuant to an effective
registration statement under the Securities Act. We acknowledge that the Company
and the Trustee reserve the right prior to any offer, sale or other transfer
prior to the Resale Restriction Termination Date of the applicable Notes
pursuant to clause (c) or (e) above to require the delivery of an opinion of
counsel, certification and/or other information satisfactory to the Company and
the Trustee.

                                      D-1

<PAGE>

          We understand that the Trustee will not be required to accept for
registration of transfer any Notes acquired by us, except upon presentation of
evidence satisfactory to the Company and the Trustee that the foregoing
restrictions on transfer have been complied with. We further understand that any
Notes purchased by us will be in the form of definitive physical certificates
and that such certificates will bear a legend reflecting the substance of
paragraph 3 of this letter. We further agree to provide to any person acquiring
any of the Notes from us a notice advising such person that transfers of such
Notes are restricted as stated herein and that certificates representing such
Notes will bear a legend to that effect.

          We represent that the Company and the Trustee and others are entitled
to rely upon the truth and accuracy of our acknowledgments, representations and
agreements set forth herein, and we agree to notify you promptly in writing if
any of our acknowledgments, representations or agreements herein cease to be
accurate and complete. You are also irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.

          We represent to you that we have full power to make the foregoing
acknowledgments, representations and agreements on our own behalf and on behalf
of any investor account for which we are acting as fiduciary agent.

          As used herein, the terms "offshore transaction," "United States" and
"U.S. person" have the respective meanings given to them in Regulation S under
the Securities Act.

          THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

Dated:                                  TRANSFEREE:
      ----------


                                        By:
                                           -------------------------------------

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                            Form of Certificate to Be
                             Delivered in Connection
                           with Regulation S Transfers

                                                      -----------------, -------

BANK ONE, N.A.

Attention:  Corporate Trust Division

Re:  The Brickman Group, Ltd. 11 3/4% Senior
     Subordinated Notes due 2009 (the "Notes")

Ladies and Gentlemen:

          In connection with our proposed sale of $           aggregate
                                                   ----------
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

          (1) the offer of the Notes was not made to a person in the United
     States;

          (2) either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated offshore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     prearranged with a buyer in the United States;

          (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(a) or Rule 904(a) of
     Regulation S, as applicable;

          (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (5) we have advised the transferee of the transfer restrictions
     applicable to the Notes.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]


                                        By:
                                            ------------------------------------

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE

          SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[_______], among (the "New Guarantor"), a subsidiary of [ ] (or its successor),
a Delaware corporation (the "Company"), the Guarantors (the "Existing
Guarantors") under the Indenture referred to below, and Bank One, N.A., as
trustee under the Indenture referred to below (the "Trustee").

                              W I T N E S S E T H :

          WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of December 20, 2002, providing for the issuance of its
11 3/4% Senior Subordinated Notes due 2009 (the "Notes");

          WHEREAS Section 4.20 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all of the Company's obligations under
the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
and

          WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the
Company and Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

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

          1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

          (b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

          2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly
and severally with all other Guarantors, to Guarantee the Company's obligations
under the Notes on the terms and subject to the conditions set forth in Article
10 of the Indenture and to be bound by all other applicable provisions of the
Indenture. From and after the date hereof, the New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.

          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 heretofore or hereafter
authenticated and delivered shall be bound hereby.

                                      F-1

<PAGE>

          4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

          5. Trustee Makes No Representation. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.

          6. Multiple Counterparts. The parties may sign multiple counterparts
of this Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent one and the same agreement.

          7. Headings. The headings of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

                                      F-2

<PAGE>

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

                                        [NEW GUARANTOR]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        THE BRICKMAN GROUP, LTD.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      F-3

<PAGE>

                                        EXISTING GUARANTORS:

                                        BROOKWOOD LANDSCAPE, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        BRICKMAN SUB, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      F-4

<PAGE>

                                        BANK ONE, N.A.,
                                            as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      F-5