<PAGE>

                                                                 Exhibit 4.5

                                                              EXECUTION COPY

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



                          MAIL-WELL I CORPORATION,
                                 as Issuer,

                         the GUARANTORS named herein

                                     and

                       U.S. BANK NATIONAL ASSOCIATION
                                 as Trustee

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

                                  INDENTURE

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

                        Dated as of February 4, 2004

                  7 7/8% Senior Subordinated Notes due 2013

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



<PAGE>
<PAGE>

                            CROSS-REFERENCE TABLE

Trust Indenture Act Section                               Indenture Section
---------------------------                               -----------------
310(a)(1)............................................     7.10
   (a)(2)............................................     7.10
   (a)(3)............................................     N.A.
   (a)(4)............................................     N.A.
   (a)(5)............................................     7.10
   (b)...............................................     7.10
   (c)...............................................     N.A.
311(a)...............................................     7.11
   (b)...............................................     7.11
   (c)...............................................     N.A.
312(a)...............................................     2.05
   (b)...............................................     12.03
   (c)...............................................     12.03
313(a)...............................................     7.06
   (b)(1)............................................     N.A.
   (b)(2)............................................     7.06
   (c)...............................................     7.06; 12.02
   (d)...............................................     7.6
314(a)...............................................     4.03; 4.19; 12.02
   (b)...............................................     N.A.
   (c)(1)............................................     12.04
   (c)(2)............................................     12.04
   (c)(3)............................................     N.A.
   (d)...............................................     N.A.
   (e)...............................................     12.05
   (f)...............................................     N.A.
315(a)...............................................     7.01
   (b)...............................................     7.05, 12.02
   (c)...............................................     7.01
   (d)...............................................     7.01; 6.05
   (e)...............................................     6.11
316(a) (last sentence)...............................     2.09
   (a)(1)(A).........................................     6.05
   (a)(1)(B).........................................     6.04
   (a)(2)............................................     N.A.
   (b)...............................................     6.07
   (c)...............................................     12.14
317(a)(1)............................................     6.08
   (a)(2)............................................     6.09
   (b)...............................................     2.04
318(a)...............................................     12.01
   (b)...............................................     N.A.
   (c)...............................................     12.01

<FN>
---------------------
N.A. means not applicable.

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

                                    -i-




<PAGE>
<PAGE>

                              TABLE OF CONTENTS

                                                                           Page
                                                                           ----
                                  ARTICLE 1

                    DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.       Definitions..............................................1
SECTION 1.02.       Other Definitions.......................................20
SECTION 1.03.       Incorporation by Reference of Trust Indenture Act.......21
SECTION 1.04.       Rules of Construction...................................22

                                  ARTICLE 2

                                  THE NOTES

SECTION 2.01.       Form and Dating.........................................22
SECTION 2.02.       Execution and Authentication............................24
SECTION 2.03.       Registrar and Paying Agent..............................24
SECTION 2.04.       Paying Agent to Hold Money in Trust.....................25
SECTION 2.05.       Holder Lists............................................25
SECTION 2.06.       Transfer and Exchange...................................25
SECTION 2.07.       Replacement Notes.......................................40
SECTION 2.08.       Outstanding Notes.......................................41
SECTION 2.09.       Treasury Notes..........................................41
SECTION 2.10.       Temporary Notes.........................................42
SECTION 2.11.       Cancellation............................................42
SECTION 2.12.       Defaulted Interest......................................42
SECTION 2.13.       CUSIP Numbers...........................................43
SECTION 2.14.       Liquidated Damages......................................43
SECTION 2.15.       Issuance of Additional Notes............................43

                                  ARTICLE 3

                          REDEMPTION AND PREPAYMENT

SECTION 3.01.       Notices to Trustee......................................44
SECTION 3.02.       Selection of Notes to Be Redeemed.......................44
SECTION 3.03.       Notice of Redemption....................................44
SECTION 3.04.       Effect of Notice of Redemption..........................45


                                   -ii-


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<PAGE>

                                                                           Page
                                                                           ----

SECTION 3.05.       Deposit of Redemption Price.............................46
SECTION 3.06.       Notes Redeemed in Part..................................46
SECTION 3.07.       Optional Redemption.....................................46
SECTION 3.08.       Mandatory Redemption....................................47
SECTION 3.09.       Offer to Purchase by Application of Net Proceeds........47

                                  ARTICLE 4

                                  COVENANTS

SECTION 4.01.       Payment of Notes........................................49
SECTION 4.02.       Maintenance of Office or Agency.........................50
SECTION 4.03.       Compliance Certificate..................................50
SECTION 4.04.       Taxes...................................................51
SECTION 4.05.       Stay, Extension and Usury Laws..........................51
SECTION 4.06.       Change of Control.......................................52
SECTION 4.07.       Asset Sales.............................................53
SECTION 4.08.       Restricted Payments.....................................54
SECTION 4.09.       Incurrence of Indebtedness..............................57
SECTION 4.10.       Limitations on Layering.................................59
SECTION 4.11.       Liens...................................................59
SECTION 4.12.       Dividend and Other Payment Restrictions Affecting
                      Subsidiaries..........................................60
SECTION 4.13.       Transactions with Affiliates............................60
SECTION 4.14.       Additional Subsidiary Guarantees........................61
SECTION 4.15.       Limitations on Issuances of Guarantees of Indebtedness..61
SECTION 4.16.       Business Activities.....................................62
SECTION 4.17.       Advances to Subsidiaries................................62
SECTION 4.18.       Payments for Consent....................................62
SECTION 4.19.       Reports.................................................62

                                  ARTICLE 5

                                 SUCCESSORS

SECTION 5.01.       Merger, Consolidation, or Sale of Assets................63
SECTION 5.02.       Successor Corporation Substituted.......................64

                                   -iii-


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<PAGE>

                                                                           Page
                                                                           ----

                                   ARTICLE 6

                            DEFAULTS AND REMEDIES

SECTION 6.01.       Events of Default.......................................65
SECTION 6.02.       Acceleration............................................67
SECTION 6.03.       Other Remedies..........................................68
SECTION 6.04.       Waiver of Past Defaults.................................68
SECTION 6.05.       Control by Majority.....................................68
SECTION 6.06.       Limitation on Suits.....................................69
SECTION 6.07.       Rights of Holders of Notes to Receive Payment...........69
SECTION 6.08.       Collection Suit by Trustee..............................69
SECTION 6.09.       Trustee May File Proofs of Claim........................70
SECTION 6.10.       Priorities..............................................70
SECTION 6.11.       Undertaking for Costs...................................71
SECTION 6.12.       Notice..................................................71

                                  ARTICLE 7

                                   TRUSTEE

SECTION 7.01.       Duties of Trustee.......................................71
SECTION 7.02.       Rights of Trustee.......................................72
SECTION 7.03.       Individual Rights of Trustee............................73
SECTION 7.04.       Trustee's Disclaimer....................................74
SECTION 7.05.       Notice of Defaults......................................74
SECTION 7.06.       Reports by Trustee to Holders of the Notes..............74
SECTION 7.07.       Compensation and Indemnity..............................74
SECTION 7.08.       Replacement of Trustee..................................75
SECTION 7.09.       Successor Trustee by Merger, etc........................77
SECTION 7.10.       Eligibility; Disqualification...........................77
SECTION 7.11.       Preferential Collection of Claims Against Company.......77
SECTION 7.12.       Patriot Act.............................................77

                                  ARTICLE 8

                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.       Option to Effect Legal Defeasance or Covenant
                      Defeasance............................................77
SECTION 8.02.       Legal Defeasance and Discharge..........................78
SECTION 8.03.       Covenant Defeasance.....................................78
SECTION 8.04.       Conditions to Legal or Covenant Defeasance..............79

                                    -iv-


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<PAGE>

                                                                           Page
                                                                           ----

SECTION 8.05.       Deposited Money and Government Securities to Be Held
                      in Trust; Other Miscellaneous Provisions..............80
SECTION 8.06.       Repayment to Company....................................81
SECTION 8.07.       Reinstatement...........................................81

                                  ARTICLE 9

                      AMENDMENTS, SUPPLEMENT AND WAIVER

SECTION 9.01.       Without Consent of Holders of Notes.....................82
SECTION 9.02.       With Consent of Holders of Notes........................82
SECTION 9.03.       Compliance with Trust Indenture Act.....................84
SECTION 9.04.       Revocation and Effect of Consents.......................84
SECTION 9.05.       Notation on or Exchange of Notes........................85
SECTION 9.06.       Trustee to Sign Amendments, etc.........................85

                                 ARTICLE 10

                                SUBORDINATION

SECTION 10.01.      Agreement to Subordinate................................85
SECTION 10.02.      [Intentionally Omitted].................................85
SECTION 10.03.      Liquidation; Dissolution; Bankruptcy....................85
SECTION 10.04.      Default on Designated Senior Debt.......................86
SECTION 10.05.      Acceleration of Notes...................................87
SECTION 10.06.      When Distribution Must Be Paid Over.....................87
SECTION 10.07.      Notice by Company.......................................87
SECTION 10.08.      Subrogation.............................................87
SECTION 10.09.      Relative Rights.........................................88
SECTION 10.10.      Subordination May Not Be Impaired by Company............88
SECTION 10.11.      Distribution or Notice to Representative................88
SECTION 10.12.      Rights of Trustee and Paying Agent......................88
SECTION 10.13.      Authorization to Effect Subordination...................89
SECTION 10.14.      Amendments..............................................89

                                 ARTICLE 11

                                 GUARANTEES

SECTION 11.01.      Note Guarantees.........................................89
SECTION 11.02.      Limitation of Guarantor's Liability.....................91
SECTION 11.03.      Execution and Delivery of Note Guarantees...............91

                                    -v-


<PAGE>
<PAGE>
                                                                           Page
                                                                           ----

SECTION 11.04.      Guarantors May Consolidate, etc., on Certain Terms......92
SECTION 11.05.      Releases................................................93
SECTION 11.06.      "Trustee" to Include Paying Agent.......................93
SECTION 11.07.      Subordination of Note Guarantees........................93

                                 ARTICLE 12

                         SATISFACTION AND DISCHARGE

SECTION 12.01.      Satisfaction and Discharge..............................94
SECTION 12.02.      Application of Trust....................................95

                                 ARTICLE 13

                                MISCELLANEOUS

SECTION 13.01.      Trust Indenture Act Controls............................96
SECTION 13.02.      Notices.................................................96
SECTION 13.03.      Communication by Holders of Notes with Other Holders
                      of Notes..............................................97
SECTION 13.04.      Certificate and Opinion as to Conditions Precedent......97
SECTION 13.05.      Statements Required in Certificate or Opinion...........97
SECTION 13.06.      Rules by Trustee and Agents.............................98
SECTION 13.07.      No Personal Liability of Directors, Officers,
                      Employees and Stockholders............................98
SECTION 13.08.      Governing Law...........................................98
SECTION 13.09.      No Adverse Interpretation of Other Agreements...........98
SECTION 13.10.      Successors..............................................99
SECTION 13.11.      Severability............................................99
SECTION 13.12.      Counterpart Originals...................................99
SECTION 13.13.      Table of Contents, Headings, etc........................99
SECTION 13.14.      Record Date for Voting by or Consent of Holders.........99

Schedule A        SCHEDULE OF GUARANTORS

                                  EXHIBITS
                                  --------

Exhibit A-1       FORM OF NOTE

Exhibit A-2       FORM OF REGULATION S TEMPORARY NOTE

Exhibit B         FORM OF CERTIFICATE OF TRANSFER

                                    -vi-


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<PAGE>

                                                                           Page
                                                                           ----

Exhibit C         FORM OF CERTIFICATE OF EXCHANGE

Exhibit D         FORM OF GUARANTEE

Exhibit E         FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                    ACCREDITED INVESTOR

Exhibit F         FORM OF INTERCOMPANY NOTE

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

                                   -vii-



<PAGE>
<PAGE>


                  INDENTURE dated as of February 4, 2004 among Mail-Well I
Corporation, a Delaware corporation (the "Company"), the Guarantors (as
defined herein) listed on Schedule A hereto, and U.S. Bank National
Association, a national banking association, as trustee (the "Trustee").

                  The Company, the Guarantors, and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the 7 7/8% Series A Senior Subordinated Notes due 2013
(the "Series A Notes") and the 7 7/8% Series B Senior Subordinated Notes due
2013 (the "Exchange Notes" and, together with the Series A Notes and
Additional Notes, the "Notes").

                                 ARTICLE 1

                 DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01.     Definitions.
                                    -----------

                  "144A Global Note" means the Global Note in the form of
                   ----------------
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

                  "Acquired Debt" means, with respect to any specified
                   -------------
Person: (i) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or
in contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and (ii) Indebtedness secured by a
Lien encumbering any asset acquired by such specified Person.

                  "Additional Notes" means, subject to the Company's
                   ----------------
compliance with the provisions of Section 4.09, such additional Notes as the
Company may issue under this Indenture on the same terms and conditions and
with the same interest rate, maturity and CUSIP numbers as the Notes being
issued on the Issue Date.

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


<PAGE>
<PAGE>

                                    -2-

Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common
control with" shall have correlative meanings.

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

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

                  "Asset Sale" means (i) the sale, lease, conveyance or
                   ----------
other disposition of any assets or rights, including sales and leasebacks,
but excluding sales of inventory and equipment in the ordinary course of
business consistent with past practices; provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of
the Company and its Restricted Subsidiaries taken as a whole will be
governed by the provisions of Section 4.06 and/or the provisions of Article
5 hereof and not by the provisions of Section 4.07; and (ii) the issuance of
Equity Interests by any of the Company's Restricted Subsidiaries or the sale
by the Company or any of its Restricted Subsidiaries of Equity Interests in
any of its Subsidiaries. Notwithstanding the preceding, the following items
shall not be deemed to be Asset Sales: (i) any single transaction or series
of related transactions that: (a) involves assets having a fair market value
of less than $7.5 million; or (b) results in net proceeds to the Company and
its Restricted Subsidiaries of less than $7.5 million; (ii) a transfer of
assets between or among the Company and its Wholly Owned Restricted
Subsidiaries; (iii) an issuance of Equity Interests by a Wholly Owned
Restricted Subsidiary to the Company or to another Wholly Owned Restricted
Subsidiary; and (iv) a Restricted Payment that is permitted under Section
4.08 hereof.

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

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

                  "Beneficial Owner" has the meaning assigned to such term
                   ----------------
in Rule 13d-3 and Rule l3d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular "person" (as such
term is used in Section 13(d)(3) of the Exchange Act), such "person" shall
be deemed to have beneficial ownership of all securities that such "person"
has the right to acquire, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition.


<PAGE>
<PAGE>

                                    -3-

                  "Board of Directors" means the Board of Directors of the
                   ------------------
Company, or the Parent Company, as applicable, or any authorized committee
of the Board of Directors.

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

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

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

                  "Cash Equivalents" means (i) United States dollars or
                   ----------------
Canadian dollars, (ii) securities issued or directly and fully guaranteed or
insured by the full faith and credit of the United States government or the
Canadian government or any agency or instrumentality thereof, having
maturities of not more than one year from the date of acquisition, (iii)
demand or time deposits, certificates of deposit and eurodollar time
deposits with maturities of one year or less from the date of acquisition,
bankers' acceptances with maturities not exceeding one year and overnight
bank deposits, in each case with any lender party to a Credit Facility or
with any domestic commercial bank having capital and surplus in excess of
$250 million and a Keefe Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered
into with any financial institution meeting the qualifications specified in
clause (iii) above, (v) commercial paper having the highest rating
obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings
Services and in each case maturing within one year after the date of
acquisition, and (vi) investments in money market or other mutual funds at
least 95% of whose assets comprise securities described in clauses (ii)
through (v) above.

                  "Change of Control" means the occurrence of any of the
                   -----------------
following: (i) the sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and
its Subsidiaries taken as a whole to any "person" (as such term is used in
Section 13(d)(3) of the Exchange Act) other than a Principal or a Related
Party of a Principal; (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company; (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than the
Principals and their Related Parties, becomes the Beneficial Owner, directly
or indirectly, of more than 35% of the Voting Stock of the Company or the
Parent Company, measured by voting power rather than


<PAGE>
<PAGE>

                                    -4-

number of shares; (iv) the first day on which a majority of the members of
the Board of Directors of the Company or the Parent Company are not
Continuing Directors; or (v) the Company or the Parent Company consolidates
with, or merges with or into, any Person, or any Person consolidates with,
or merges with or into, the Company or the Parent Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of
the Company or the Parent Company is converted into or exchanged for cash,
securities or other property, other than any such transaction where the
Voting Stock of the Company or the Parent Company outstanding immediately
prior to such transaction is converted into or exchanged for Voting Stock of
the surviving or transferee Person constituting a majority of the
outstanding shares of such Voting Stock of such surviving or transferee
Person immediately after giving effect to such issuance. For the avoidance
of doubt, the sales of the assets or stocks of Subsidiaries that the Company
is currently holding for sale as part of its strategic plan will not
constitute a change of control.

                  "Company" means Mail-Well I Corporation, a Delaware
                   -------
corporation, and any and all successors thereto.

                  "Consolidated Cash Flow" means, with respect to any Person
                   ----------------------
for any period, the Consolidated Net Income of such Person for such period
plus: (i) an amount equal to any extraordinary loss plus any net loss
realized in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus (ii) provision for
taxes based on income or profits of such Person and its Subsidiaries for
such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus (iii) consolidated interest
expense of such Person and its Subsidiaries for such period, whether paid or
accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net payments, if
any, pursuant to Hedging Obligations), to the extent that any such expense
was deducted in computing such Consolidated Net Income; plus (iv)
depreciation, amortization (including amortization of goodwill and other
intangibles) and other non-cash expenses of such Person and its Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income;
minus (v) non-cash items increasing such Consolidated Net Income for such
period, other than items that were accrued in the ordinary course of
business, in each case, on a consolidated basis.

                  Notwithstanding the preceding, the provision for taxes
based on the income or profits of, and the depreciation and amortization and
other non-cash charges of a Subsidiary of, the Company shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company
only to the extent that a corresponding amount would be permitted at


<PAGE>
<PAGE>

                                    -5-

the date of determination to be dividended to the Company by such Subsidiary
without prior approval (that has not been obtained), pursuant to the terms
of its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary
or its stockholders.

                  "Consolidated Net Income" means, with respect to any
                   -----------------------
specified Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries for such period, on a consolidated
basis, provided that: (i) the Net Income (but not loss) of any Person that
is not a Restricted Subsidiary or that is accounted for by the equity method
of accounting shall be included only to the extent of the amount of
dividends or distributions paid in cash to the specified Person or a Wholly
Owned Subsidiary thereof; (ii) the Net Income of any Non-Guarantor
Restricted Subsidiary shall be excluded to the extent that the declaration
or payment of dividends or similar distributions by that Non-Guarantor
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Non- Guarantor Restricted
Subsidiary or its shareholders; (iii) the Net Income of any Person acquired
in a pooling of interests transaction for any period prior to the date of
such acquisition shall be excluded; (iv) the Net Income (but not loss) of
any Unrestricted Subsidiary shall be excluded, whether or not distributed to
the specified Person or one of its Subsidiaries; (v) any writedowns with
respect to, or losses on dispositions of, Subsidiaries and assets and all
restructuring charges incurred by the Company, the Parent Company and the
Subsidiaries, shall be excluded; (vi) non-recurring fees, expenses or
charges (including, without limitation, the write-off of deferred financing
charges) incurred in connection with the Transactions shall be excluded; and
(vii) the cumulative effect of a change in accounting principles shall be
excluded.

                  "Consolidated Net Worth" means, with respect to any Person
                   ----------------------
as of any date, the sum of: (i) the consolidated equity of the common
stockholders of such Person and its consolidated Subsidiaries as of such
date; plus (ii) the respective amounts reported on such Person's balance
sheet as of such date with respect to any series of preferred stock that by
its terms is not entitled to the payment of dividends unless such dividends
may be declared and paid only out of net earnings in respect of the year of
such declaration and payment, but only to the extent of any cash received by
such Person upon issuance of such preferred stock.

                  "Continuing Directors" means, as of any date of
                   --------------------
determination, any member of the Board of Directors of the Company or the
Parent Company who: (i) was a member of such Board of Directors on the Issue
Date; or (ii) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who
were members of the Board of Directors of the Parent Company at the time of
such nomination or election.


<PAGE>
<PAGE>

                                    -6-

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

                  "Credit Facilities" means, with respect to the Company or
                   -----------------
any Restricted Subsidiary, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or
other asset securitizations or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

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

                  "Definitive Note" means a certificated Note registered in
                   ---------------
the name of the Holder thereof and issued in accordance with Section 2.06
hereof, in the form of Exhibit A-1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

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

                  "Designated Senior Debt" means, (i) all Senior Debt under
                   ----------------------
the Credit Facilities; and (ii) any Senior Debt permitted under this
Indenture, the principal amount of which is $50 million or more and that has
been designated by the Company as "Designated Senior Debt."

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

                  "Equity Offering" means any private or underwritten public
                   ---------------
offering of common stock of the Company or the Parent Company in which the
gross proceeds to the Company or the Parent Company, as applicable, are at
least $50 million and, in the case of an offering by the Parent Company, the
net proceeds are contributed to the Company.

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


<PAGE>
<PAGE>

                                    -7-

                  "Exchange Notes" means those notes, having terms
                   --------------
substantially identical to the Notes, offered to the Holders of the Notes
under the Exchange Offer Registration Statement.

                  "Exchange Offer" means the offer made to the Holders of
                   --------------
the Notes to exchange their Notes for the Exchange Notes.

                  "Exchange Offer Registration Statement" means that certain
                   -------------------------------------
registration statement filed by the Company with the SEC to register the
Exchange Offer.

                  "Existing Indebtedness" means Indebtedness of the Company
                   ---------------------
and its Restricted Subsidiaries in existence on the Issue Date.

                  "Fixed Charges" means, with respect to any Person for any
                   -------------
period, the sum, without duplication, of: (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued, including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed
interest with respect to Attributable Debt, commissions, discounts, and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments, if any, pursuant to Hedging
Obligations; plus (ii) the consolidated interest expense of such Person and
its Restricted Subsidiaries that was capitalized during such period; plus
(iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries,
whether or not such Guarantee or Lien is called upon; plus (iv) all cash
dividend payments on any series of preferred stock of such Person or any of
its Restricted Subsidiaries.

                  "Fixed Charge Coverage Ratio" means, with respect to any
                   ---------------------------
specified Person for any period, the ratio of the Consolidated Cash Flow of
such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees or
redeems any Indebtedness or issues or redeems preferred stock subsequent to
the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation
Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect to such incurrence, assumption, Guarantee or redemption of
Indebtedness, or such issuance or redemption of preferred stock, as if the
same had occurred at the beginning of the applicable four-quarter reference
period; provided, however, borrowings in the ordinary course of business
under any revolving credit agreement shall not be given pro forma effect and
shall be included in the calculation of the Fixed Charge Coverage Ratio only
to the extent such borrowings were actually outstanding during the
applicable four-quarter reference period.


<PAGE>
<PAGE>
                                    -8-

                  In addition, for purposes of calculating the Fixed Charge
Coverage Ratio: (i) acquisitions that have been made by the specified Person
or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on
or prior to the Calculation Date shall be deemed to have occurred on the
first day of the four-quarter reference period and Consolidated Cash Flow
for such reference period shall be calculated without giving effect to
clause (iii) of the proviso set forth in the definition of Consolidated Net
Income; (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, shall be excluded; and
(iii) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded.

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

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

                  "Global Notes" means, individually and collectively, each
                   ------------
of the Restricted Global Notes and the Unrestricted Global Notes, in the
form of Exhibit A-1 hereto issued in accordance with Section 2.01, 2.06(b),
2.06(d) or 2.06(f) hereof.

                  "Government Securities" means direct obligations of, or
                   ---------------------
obligations guaranteed by, the United States of America (including any
agency or instrumentality thereof) for the payment of which guarantee or
obligations the full faith and credit of the United States is pledged.

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

                  "Guarantors" means each of: (i) the Parent Company, (ii)
                   ----------
each Subsidiary Guarantor as of the Issue Date and (iii) any other
Subsidiary that executes a Note Guarantee in accordance with the provisions
of this Indenture, and their respective successors and assigns.

                  "Hedging Obligations" means, with respect to any Person,
                   -------------------
the obligations of such Person under: (i) interest rate swap agreements,
interest rate cap agreements and interest


<PAGE>
<PAGE>

                                    -9-

rate collar agreements; (ii) other agreements or arrangements designed to
protect such Person against fluctuations in interest rates or the value of
foreign currencies purchased or received by such Person in the ordinary
course of business; and (iii) any commodity futures or option contract or
similar commodity hedging contract designed to protect such Person against
fluctuations in commodity prices.

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

                  "Indebtedness" means, with respect to any specified
                   ------------
Person, any indebtedness of such Person, whether or not contingent, in
respect of: (i) borrowed money; (ii) evidenced by bonds, notes, debentures
or similar instruments or letters of credit (or reimbursement agreements in
respect thereof); (iii) banker's acceptances; (iv) representing Capital
Lease Obligations; (v) the balance deferred and unpaid of the purchase price
of any property, except any such balance that constitutes an accrued expense
or trade payable; or (vi) representing any Hedging Obligations, if and to
the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person.

                  The amount of any Indebtedness outstanding as of any date
shall be: (i) the accreted value thereof, in the case of any Indebtedness
issued with original issue discount; and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in
the case of any other Indebtedness.

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

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

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

                  "Intercompany Notes" means the intercompany notes issued
                   ------------------
by Restricted Subsidiaries of the Company that are not Guarantors in favor
of the Company or a Guarantor to evidence advances by the Company or such
Guarantor, in each case, in the form attached as Exhibit F to this
Indenture.

                  "Investments" means, with respect to any Person, all
                   -----------
investments by such Person in other Persons (including Affiliates) in the
forms of direct or indirect loans (including


<PAGE>
<PAGE>

                                    -10-

guarantees of Indebtedness or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that would be classified as investments
on a balance sheet prepared in accordance with GAAP excluding Hedging
Obligations. If the Company or any Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold
or disposed of in an amount determined as provided in Section 4.08(c).

                  "Issue Date" shall mean February 4, 2004.
                   ----------

                  "Legal Holiday" means a Saturday, a Sunday or a day on
                   -------------
which banking institutions in the City of New York, New York or at a place
of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

                  "Letter of Transmittal" means the letter of transmittal to
                   ---------------------
be prepared by the Company and sent to all Holders of the Notes for use by
such Holders in connection with the Exchange Offer.

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

                  "Liquidated Damages" means all liquidated damages then
                   ------------------
owing pursuant to Section 6 of the Registration Rights Agreement.

                  "Net Income" means, with respect to any Person, the net
                   ----------
income (loss) of such Person and its Restricted Subsidiaries, determined in
accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however: (i) any gain (but not loss), together with
any related provision for taxes on such gain (but not loss), realized in
connection with: (a) any Asset Sale; or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and (ii) any extraordinary or nonrecurring gain or loss,
together with any related provision for taxes on such extraordinary or
nonrecurring gain or loss.


<PAGE>
<PAGE>

                                    -11-

                  "Net Proceeds" means the aggregate cash proceeds received
                   ------------
by the Company or any of its Restricted Subsidiaries in respect of any Asset
Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result thereof, taxes
paid or payable as a result thereof, in each case after taking into account
any available tax credits or deductions and any tax sharing arrangements and
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

                  "Non-Guarantor Restricted Subsidiary" means any Restricted
                   -----------------------------------
Subsidiary of the Company that is not a Guarantor.

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

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

                  "Note Custodian" means the Trustee, as custodian with
                   --------------
respect to the Global Notes, or any successor entity thereto.

                  "Note Guarantee" means, individually and collectively, the
                   --------------
guarantees given by the Guarantors pursuant to Article 11 hereof, including
a notation in the Notes substantially in the form attached hereto as Exhibit
D.

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

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

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


<PAGE>
<PAGE>

                                    -12-

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

                  "Officers' Certificate" means a certificate signed on
                   ---------------------
behalf of the Company by two Officers of the Company, one of whom must be
the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel
                   ------------------
who is reasonably acceptable to the Trustee, that meets the requirements of
Section 13.05 hereof. The counsel may be an employee of or counsel to the
Company (or any Guarantor, if applicable), the Parent Company, any
Subsidiary of the Company or the Trustee.

                  "Parent Company" means Mail-Well, Inc., a Colorado
                   --------------
corporation.

                  "Participant" means, with respect to DTC, a Person who has
                   -----------
an account with DTC.

                  "Permitted Businesses" means the printing business
                   --------------------
generally including the business conducted by the Company and its
Subsidiaries as of the Issue Date and any other business or businesses
ancillary, complementary or related thereto.

                  "Permitted Investments" means, (i) any Investment in the
                   ---------------------
Company or in a Restricted Subsidiary of the Company; (ii) any Investment in
Cash Equivalents; (iii) any Investment by the Company or any Restricted
Subsidiary of the Company in a Person if as a result of such Investment: (a)
such Person becomes a Restricted Subsidiary of the Company; or (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the
Company or a Restricted Subsidiary of the Company; (iv) any Investment made
as a result of the receipt of non-cash consideration from an Asset Sale that
was made pursuant to and in compliance with Section 4.07 hereof; (v)
Investments existing as of the Issue Date; (vi) any acquisition of assets
solely in exchange for the issuance of Equity Interests of the Company;
(vii) accounts receivable, endorsements for collection, deposits or similar
Investments arising in the ordinary course of business; (viii) any
Investment by the Company or a Restricted Subsidiary in assets of a
Permitted Business or assets to be used in a Permitted Business; (ix) stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Subsidiary or in
satisfaction of judgments; (x) the acceptance of notes payable from
employees of the Company or its Subsidiaries in payment for the purchase of
Capital Stock by such employees; and (xi) any other Investment in any Person
having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to


<PAGE>
<PAGE>

                                    -13-

this clause (xi) since the Issue Date and existing at the time such Investment
was made, did not exceed $30 million.

                  "Permitted Junior Securities" means Equity Interests in
                   ---------------------------
the Company or debt securities that are subordinated to all Senior Debt (and
any debt securities issued in exchange for Senior Debt) to substantially the
same extent as, or to a greater extent than, the Notes are subordinated to
Senior Debt.

                  "Permitted Liens" means (i) Liens securing Senior Debt;
                   ---------------
(ii) Liens in favor of the Company or the Guarantors; (iii) Liens when the
Notes are secured by such Lien on an equal and ratable basis unless the
Obligation secured by any such Lien is subordinate or junior in right of
payment to the Notes, in which case the Lien securing such Obligation must
be subordinate and junior to the Lien securing the Notes with the same or
lesser relative priority as such Obligation shall have been with respect to
the Notes; (iv) Liens on property of a Person existing at the time such
Person becomes a Restricted Subsidiary or is merged with or into or
consolidated with the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of
such acquisition, merger or consolidation and do not extend to any assets
other than those of the Person acquired or merged into or consolidated with
the Company or the Restricted Subsidiary; (v) Liens on property existing at
the time of acquisition thereof by the Company or any Restricted Subsidiary
of the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (vi) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business;
(vii) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by Section 4.09(b)(iv) hereof, covering only the assets acquired
with such Indebtedness; (viii) Liens existing on the date of this Indenture;
(ix) Liens for taxes, assessments or governmental charges or claims that are
not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity
with GAAP shall have been made therefor; (x) Liens incurred or deposits made
in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, old age pension
or public liability obligations or to secure the payment or performance of
bids, tenders, statutory or regulatory obligations, surety, stay, or appeal
bonds, performance bonds or other obligations of a like nature incurred in
the ordinary course of business; (xi) easements, rights-of-way,
restrictions, defects or irregularities in title and other similar charges
or encumbrances not interfering in any material respect with the business of
the Company or any of its Subsidiaries; (xii) purchase money liens
(including extensions and renewals thereof); (xiii) Liens securing
reimbursement obligations with respect to letters of credit which encumber
only documents and other property relating to such letters of credit and the
products and proceeds thereof; (xiv) judgment and attachment Liens not
giving rise to an Event of Default; (xv) Liens encumbering deposits made to
secure obligations arising from statutory, regulatory, contractual or
warranty requirements; (xvi) Liens arising out of con-


<PAGE>
<PAGE>

                                    -14-

signment or similar arrangements for the sale of goods; (xvii) any interest
or title of a lessor in property subject to any Capital Lease Obligation or
operating lease; (xviii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith by appropriate proceeding, if
such reserve or other appropriate provision, if any, as shall be required by
GAAP shall have been made in respect thereof; (xix) Liens upon specific
items of inventory or other goods and proceeds of any Person securing such
Person's obligations in respect of bankers' acceptances issued or created
for the account of such Person to facilitate the purchase, shipment, or
storage of such inventory or other goods; (xx) Liens securing Hedging
Obligations that are otherwise permitted under this Indenture; (xxi) leases
or subleases granted to others that do not materially interfere with the
ordinary course of business of the Company and its Subsidiaries; (xxii)
Liens arising from filing Uniform Commercial Code financing statements
regarding leases; (xxiii) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of custom duties in connection
with the importation of goods; (xxiv) Liens in favor of collecting or payor
banks having a right of setoff, revocation, refund or chargeback with
respect to money or instruments of the Company or any Subsidiary on deposit
with or in possession of such bank; (xxv) Liens to secure Non-Recourse Debt;
(xxvi) Liens to secure any Permitted Refinancing Indebtedness (or successive
Permitted Refinancing Indebtedness) which refinances as a whole, or in part,
any Indebtedness secured by any Lien referred to in the foregoing clauses
(i), (iv), (v), (vii), (viii) and (xii) provided, however, that (a) such new
Lien shall be limited to all or part of the same property that secured the
original Lien (plus improvements to or on such property) and (b) the
Indebtedness secured by such Lien at such time is not increased to any
amount greater than the sum of (1) the outstanding principal amount or, if
greater, committed amount of the Indebtedness secured by Liens described
under clause (i), (iv), (v), (vii), (viii) or (xii) at the time the original
Lien became a Permitted Lien under this Indenture and (2) an amount
necessary to pay any fees and expenses, including premiums, related to such
Permitted Refinancing Indebtedness; and (xxvii) Liens not otherwise
permitted by clauses (i) through (xxvi) that are incurred in the ordinary
course of business of the Company or any Subsidiary of the Company with
respect to obligations that do not exceed $15 million at any one time
outstanding.

                  "Permitted Payments to Parent Company" means (i) payments
                   ------------------------------------
to the Parent Company in an amount sufficient to permit the Parent Company
to pay reasonable and necessary operating expenses and other general
corporate expenses to the extent such expenses relate or are fairly
allocable to the Company and its Subsidiaries including any reasonable
professional fees and expenses not in excess of $1 million in the aggregate
during any consecutive 12-month period; (ii) payment to the Parent Company
to enable the Parent Company to pay foreign, federal, state or local tax
liabilities, not to exceed the amount of any tax liabilities that would be
otherwise payable by the Company and its Subsidiaries to the appropriate
taxing authorities if they filed separate tax returns, to the extent that
the Parent Company has an obligation to pay such tax liabilities relating to
the operations, assets or capital of the Com-


<PAGE>
<PAGE>

                                    -15-


pany or its Subsidiaries; provided, however, that (a) notwithstanding the
foregoing, in the case of determining the amount of a Tax Payment that is
permitted to be paid by the Company and any of its U.S. Subsidiaries in
respect of their Federal income tax liability, such payment shall be
determined assuming that the Company is the parent company of an affiliated
group (the "Company Affiliated Group") filing a consolidated Federal income
tax return and that the Parent Company and each such U.S. Subsidiary is a
member of the Company Affiliated Group and (b) any Tax Payments shall either
be used by the Parent Company to pay such tax liabilities within 90 days of
the Parent Company's receipt of such payment or refunded to the party from
whom the Parent Company received such payments; and (iii) payments to the
Parent Company in an amount sufficient to permit the Parent Company to
repurchase, redeem or otherwise acquire or retire for value any Equity
Interests of the Parent Company or any Restricted Subsidiary of the Parent
Company held by any member of the Parent Company's (or any of its
Subsidiaries') management pursuant to any management equity subscription
agreement or stock option agreement in effect as of the date of the
Indenture; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests shall not exceed $1.5 million
in any twelve-month period.

                  "Permitted Refinancing Indebtedness" means any
                   ----------------------------------
Indebtedness of the Company or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of the Company or any
of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided that: (i) the principal amount (or accreted value, if applicable)
of such Permitted Refinancing Indebtedness does not exceed the principal
amount of (or accreted value, if applicable), plus accrued interest on the
Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount reasonable expenses incurred in connection
therewith including premiums paid, if any, to the holder thereof); (ii) such
Permitted Refinancing Indebtedness has a final maturity date either later
than the final maturity date of the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded or 91 days following the maturity of
the Notes, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in
the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and (iv) such Indebtedness is
incurred either by the Company or by the Restricted Subsidiary who is the
obligor, on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

                  "Person" means any individual, corporation, partnership,
                   ------
joint venture, association, joint-stock company, trust, unincorporated
organization or government or agency or


<PAGE>
<PAGE>

                                    -16-

political subdivision thereof (including any subdivision or ongoing business
of any such entity or substantially all of the assets of any such entity,
subdivision or business).

                  "Principals" means the officers and directors of the
                   ----------
Parent Company at the Issue Date, their Affiliates (as such term is defined
under the Exchange Act) and the Parent Company's and Company's Employee
Stock Ownership Plan and Trust.

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

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

                  "Registration Rights Agreement" means that certain
                   -----------------------------
agreement among the Company, the Guarantors and Credit Suisse First Boston
LLC requiring the Company to file the Exchange Offer Registration Statement
and/or the Shelf Registration Statement.

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

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

                  "Regulation S Permanent Global Note" means a permanent
                   ----------------------------------
global Note in the form of Exhibit A-1 hereto bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.

                  "Regulation S Temporary Global Note" means a temporary
                   ----------------------------------
global Note in the form of Exhibit A-2 hereto bearing the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

                  "Related Party" with respect to any Principal means (i)
                   -------------
any controlling stockholder, 80% or more owned Subsidiary, or spouse or
immediate family member (in the case of an individual) of such Principal; or
(ii) any trust, corporation, partnership or other entity, the beneficiaries,
shareholders, partners, owners or Persons beneficially holding an 80% or
more controlling interest of which consist of such Principal and/or such
other Persons referred to in the immediately preceding clause (i).

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


<PAGE>
<PAGE>

                                    -17-

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

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

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

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

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

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

                  "RSTD Global Note" means the Global Note in the form of
                   ----------------
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with and registered in the name of the Depositary or
its nominee which will be issued in a denomination equal to the outstanding
principal amount of the Notes transferred or exchanged to the Company or any
of its Subsidiaries, pursuant to an effective registration statement under
the Securities Act or pursuant to Rule 144 under the Securities Act.

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.
                   ---

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

                  "Senior Debt" means (i) all Indebtedness outstanding under
                   -----------
Credit Facilities and all Hedging Obligations with respect thereto; (ii) any
other Indebtedness permitted to be incurred by the Company or any Restricted
Subsidiary under the terms of this Indenture


<PAGE>
<PAGE>

                                    -18-

unless the instrument under which such Indebtedness is incurred expressly
provides that it is on a parity with or subordinated in right of payment to
the Notes; and (iii) all Obligations with respect to the items listed in the
preceding clauses (i) and (ii). Notwithstanding anything to the contrary in
the preceding sentence, Senior Debt will not include: (i) any liability for
federal, state, local or other taxes owed or owing by the Company; (ii) any
Indebtedness of the Company to any of its Subsidiaries or other Affiliates;
(iii) any trade payables; or (iv) any Indebtedness that is incurred in
violation of this Indenture other than Indebtedness under a Credit Facility
that is incurred on the basis of a representation by the Company to the
applicable lenders that it is permitted to incur such as Indebtedness under
this Indenture.

                  "Shelf Registration Statement" means that certain shelf
                   ----------------------------
registration statement filed by the Company with the SEC to register resales
of the Notes or the Exchange Notes.

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

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

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

                  "Subsidiary Guarantor" means any Restricted Subsidiary
                   --------------------
that shall have guaranteed, pursuant to this Indenture or a supplemental
indenture and the requirements therefor set forth in this Indenture, the
payment of all principal of, and interest and premium, if any, on the Notes
and all other amounts payable under the Notes or this Indenture.

                  "Tax Payment" means any payment of foreign, federal, state
                   -----------
or local tax liabilities.


<PAGE>
<PAGE>

                                    -19-

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
                   ---
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.03 hereof.

                  "Transactions" means the incurrence of the Notes and the
                   ------------
retirement of the Company's 8 3/4 Senior Subordinated Notes due 2008.

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

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

                  "Unrestricted Global Note" means a permanent global Note
                   ------------------------
in the form of Exhibit A-1 attached hereto that bears the Global Note Legend
and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, and that is deposited with or on behalf of and registered
in the name of the Depositary, representing a series of Notes that do not
bear the Private Placement Legend.

                  "Unrestricted Subsidiary" means any Subsidiary of the
                   -----------------------
Company that is designated by the Board of Directors of the Company as an
Unrestricted Subsidiary pursuant to a board resolution, but only to the
extent that such Subsidiary: (i) has no Indebtedness other than Non-Recourse
Debt; (ii) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company; (iii) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b)
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results; (iv) has not
guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries; and
(v) has at least one director on its board of directors that is not a
director or executive officer of the Company or any of its Restricted
Subsidiaries and has at least one executive officer that is not a director
or executive officer of the Company or any of its Restricted Subsidiaries.
Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee a certified
copy of the board resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and is permitted by Section 4.08 hereof. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be
an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of


<PAGE>
<PAGE>

                                    -20-

such date and, if such Indebtedness is not permitted to be incurred as of
such date under Section 4.09 hereof, the Company shall be in default of such
covenant. The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that
such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i)
such Indebtedness is permitted under Section 4.09 hereof, calculated on a
pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; and (ii) no Default or Event of Default would
be in existence following such designation.

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

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

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

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

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

                  SECTION 1.02.     Other Definitions.
                                    -----------------

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

              "Affiliate Transaction"                                   4.13
              "Asset Sale Offer"                                        3.09


<PAGE>
<PAGE>

                                    -21-


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

              "Calculation Date"                                        1.01
              "Change of Control Offer"                                 4.06
              "Change of Control Payment"                               4.06
              "Change of Control Payment Date"                          4.06
              "Company Affiliated Group"                                1.01
              "Covenant Defeasance"                                     8.03
              "DTC"                                                     2.03
              "Event of Default"                                        6.01
              "incur"                                                   4.09
              "Legal Defeasance"                                        8.02
              "Offer Amount"                                            3.09
              "Offer Period"                                            3.09
              "Other Debt"                                              4.07
              "Paying Agent"                                            2.03
              "Payment Blockage Notice"                                10.04
              "Payment Default"                                         6.01
              "Permitted Debt"                                          4.09
              "Purchase Date"                                           3.09
              "Registrar"                                               2.03
              "Restricted Payment"                                      4.08

                  SECTION 1.03.     Incorporation by Reference of Trust
                                    -----------------------------------
                                    Indenture Act.
                                    -------------

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

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

                  "indenture securities" means the Notes and the Note
Guarantees;

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

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company or any Guarantor
and any successor obligor upon the Notes.


<PAGE>
<PAGE>

                                    -22-


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

                  SECTION 1.04.     Rules of Construction.
                                    ---------------------

                  Unless the context otherwise requires:

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

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

                  (iii)    "or" is not exclusive;

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

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

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

                                 ARTICLE 2

                                  THE NOTES

                  SECTION 2.01.     Form and Dating.
                                    ---------------

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The notation on each
Note relating to the Note Guarantees shall be substantially in the form set
forth on Exhibit D, which is a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes (including
the Note Guarantees) shall constitute, and are hereby expressly made, a part
of this Indenture and the Company, the Guarantors, and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent


<PAGE>
<PAGE>

                                    -23-

any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

                  Notes issued in global form shall be substantially in the
form of Exhibit A-1 attached hereto (including the Global Note Legend and
the "Schedule of Exchanges in the Global Note" attached thereto). Notes
issued in definitive form shall be substantially in the form of Exhibit A-1
attached hereto (but without the Global Note Legend and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto).
Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be
made by the Trustee or the Note Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof.

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


<PAGE>
<PAGE>

                                    -24-


                  SECTION 2.02.     Execution and Authentication.
                                    ----------------------------

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

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

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

                  The Trustee shall, upon a written order of the Company
signed by two Officers, authenticate Notes, with the Note Guarantees
endorsed thereon, for original issue up to the aggregate principal amount
stated in paragraph 4 of the Notes. The aggregate principal amount of Notes
outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof. The aggregate principal amount of the Notes that may be
issued under this Indenture is unlimited.

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

                  SECTION 2.03.     Registrar and Paying Agent.
                                    --------------------------

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


<PAGE>
<PAGE>

                                    -25-


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

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

                  SECTION 2.04.     Paying Agent to Hold Money in Trust.
                                    -----------------------------------

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

                  SECTION 2.05.     Holder Lists.
                                    ------------

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

                  SECTION 2.06.     Transfer and Exchange.
                                    ---------------------

                  (a)      Transfer and Exchange of Global Notes. A Global
                           -------------------------------------
Note may not be transferred as a whole except by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to
another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All
Global Notes will be exchanged by the Company for Definitive Notes if (i)
the Company delivers to the Trustee notice from the Depositary that it is
unwilling or unable to continue to act as Depositary or that it is no longer
a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Company within 90 days after
the date of such notice from the Depositary or (ii) the Company in its sole


<PAGE>
<PAGE>

                                    -26-


discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to
such effect to the Trustee; provided that in no event shall the Regulation S
Temporary Global Note be exchanged by the Company for Definitive Notes prior
to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903 under the
Securities Act. Upon the occurrence of either of the preceding events in (i)
or (ii) above, Definitive Notes (accompanied by a notation of the Note
Guarantees duly endorsed by the Guarantors) shall be issued in such names as
the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.11 hereof. Every Note authenticated and delivered in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to Section 2.07 or
2.11 hereof, shall be authenticated and delivered in the form of, and shall
be, a Global Note. A Global Note may not be exchanged for another Note other
than as provided in this Section 2.06(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (f) hereof.

                  (b)      Transfer and Exchange of Beneficial Interests in
                           ------------------------------------------------
the Global Notes. The transfer and exchange of beneficial interests in the
----------------
Global Notes shall be effected through the Depositary, in accordance with
the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Notes also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs as
applicable:

                  (i)      Transfer of Beneficial Interests in the Same
                           --------------------------------------------
         Global Note.  Beneficial interests in any Restricted Global Note may
         -----------
         be transferred to Persons who take delivery thereof in the form of
         a beneficial interest in the same Restricted Global Note in
         accordance with the transfer restrictions set forth in the Private
         Placement Legend; provided, however, that prior to the expiration
         of the Restricted Period transfers of beneficial interests in the
         Regulation S Temporary Global Note may not be made to a U.S. Person
         or for the account or benefit of a U.S. Person (other than an
         Initial Purchaser). Beneficial interests in any Unrestricted Global
         Note may be transferred only to Persons who take delivery thereof
         in the form of a beneficial interest in an Unrestricted Global
         Note. No written orders or instructions shall be required to be
         delivered to the Registrar to effect the transfers described in
         this Section 2.06(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
                           -----------------------------------------------
         Interests in Global Notes. In connection with all transfers and
         -------------------------
         exchanges of beneficial interests in a Global Note other than a
         transfer of a beneficial interest in a Global Note to a Person who
         takes delivery thereof in the form of a beneficial interest in the
         same Global Note, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (i) a written order from a
         Participant or an Indirect Participant given to the Depositary in


<PAGE>
<PAGE>

                                    -27-

         accordance with the Applicable Procedures directing the Depositary
         to credit or cause to be credited a beneficial interest in another
         Global Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (ii) instructions given in accordance
         with the Applicable Procedures containing information regarding the
         Participant account to be credited with such increase or (B) (i) a
         written order from a Participant or an Indirect Participant given
         to the Depositary in accordance with the Applicable Procedures
         directing the Depositary to cause to be issued a Definitive Note in
         an amount equal to the beneficial interest to be transferred or
         exchanged and (ii) instructions given by the Depositary to the
         Registrar containing information regarding the Person in whose name
         such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (i) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of
         beneficial interests in the Regulation S Temporary Global Note
         prior to (x) the expiration of the Restricted Period and (y) the
         receipt by the Registrar of any certificates required pursuant to
         Rule 903 under the Securities Act. Upon an Exchange Offer by the
         Company in accordance with Section 2.06(f) hereof, the requirements
         of this Section 2.06(b)(ii) shall be deemed to have been satisfied
         upon receipt by the Registrar of the instructions contained in the
         Letter of Transmittal delivered by the Holder of such beneficial
         interests in the Restricted Global Notes. Upon satisfaction of all
         of the requirements for transfer or exchange of beneficial
         interests in Global Notes contained in this Indenture and the Notes
         or otherwise applicable under the Securities Act, the Trustee shall
         adjust the principal amount of the relevant Global Note(s) pursuant
         to Section 2.06(h) hereof.

                  (iii)    Transfer of Beneficial Interests to Another
                           -------------------------------------------
         Restricted Global Note. A beneficial interest in any Restricted
         ----------------------
         Global Note may be transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in another Restricted
         Global Note if the transfer complies with the requirements of
         clause (ii) above and the Registrar receives the following:

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

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

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


<PAGE>
<PAGE>

                                    -28-


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

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the
                  beneficial interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer, is
                  not (i) a broker-dealer, (ii) a Person participating in
                  the distribution of the Exchange Notes or (iii) a Person
                  who is an affiliate (as defined in Rule 144) of the
                  Company;

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

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

                           (D)      the Registrar receives the following:

                  (i)      if the holder of such beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a beneficial interest in an Unrestricted Global Note, a
         certificate from such holder in the form of Exhibit C hereto,
         including the certifications in item (1)(a) thereof;

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

                  (iii)    in each such case set forth in this subparagraph
         (D), an Opinion of Counsel in form reasonably acceptable to the
         Registrar to the effect that such exchange or transfer is in
         compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are
         not required in order to maintain compliance with the Securities Act.

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


<PAGE>
<PAGE>

                                    -29-

shall authenticate one or more Unrestricted Global Notes (accompanied by a
notation of the Note Guarantees duly endorsed by the Guarantors) in an
aggregate principal amount equal to the principal amount of beneficial
interests transferred pursuant to subparagraph (B) or (D) above.

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

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

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

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

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

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

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

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


<PAGE>
<PAGE>

                                    -30-


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

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

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

                  (ii)     Notwithstanding Sections 2.06(c)(i)(A) and (C)
         hereof, a beneficial interest in the Regulation S Temporary Global
         Note may not be (A) exchanged for a Definitive Note prior to (x)
         the expiration of the Restricted Period and (y) the receipt by the
         Registrar of any certificates required pursuant to Rule 903 under
         the Securities Act or (B) transferred to a Person who takes
         delivery thereof in the form of a Definitive Note prior to the
         conditions set forth in clause (A) above or unless the transfer is
         pursuant to an exemption from the registration requirements of the
         Securities Act other than Rule 903 or Rule 904.

                  (iii)    Notwithstanding Section 2.06(c)(i) hereof, a
         holder of a beneficial interest in a Restricted Global Note may
         exchange such beneficial interest for an Unrestricted Definitive
         Note or may transfer such beneficial interest to a Person who takes
         delivery thereof in the form of an Unrestricted Definitive Note
         only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, is not (i) a
                  broker-dealer, (ii) a Person participating in the
                  distribution of the Exchange Notes or (iii) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;


<PAGE>
<PAGE>

                                    -31-


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

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

                           (D)      the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder
                           in the form of Exhibit C hereto, including the
                           certifications in item (1)(b) thereof;

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder
                           in the form of Exhibit B hereto, including the
                           certifications in item (4) thereof; and

         in each such case set forth in this subparagraph (D), an Opinion of
         Counsel in form reasonably acceptable to the Company, to the effect
         that such exchange or transfer is in compliance with the Securities
         Act and that the restrictions on transfer contained herein and in
         the Private Placement Legend are not required in order to maintain
         compliance with the Securities Act.

                  (iv)     If any holder of a beneficial interest in an
         Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Definitive Note, then, upon satisfaction of the conditions set
         forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the
         aggregate principal amount of the applicable Global Note to be
         reduced accordingly pursuant to Section 2.06(h) hereof, and the
         Company shall execute and the Trustee shall authenticate and
         deliver to the Person designated in the instructions a Definitive
         Note (accompanied by a notation of the Note Guarantees duly
         endorsed by the Guarantors) in the appropriate principal amount.
         Any Definitive Note issued in exchange for a beneficial interest
         pursuant to this Section 2.06(c)(iv) shall be registered in such
         name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the
         Registrar through instructions from the Depositary and the
         Participant or Indirect Participant. The Trustee shall deliver such
         Definitive Notes to the Persons in whose names such Notes are so
         registered. Any Definitive Note issued in exchange for a beneficial
         interest pursuant


<PAGE>
<PAGE>

                                    -32-

         to this Section 2.06(c)(iv) shall not bear the Private Placement
         Legend. A beneficial interest in an Unrestricted Global Note cannot
         be exchanged for a Definitive Note bearing the Private Placement
         Legend or transferred to a Person who takes delivery thereof in the
         form of a Definitive Note bearing the Private Placement Legend.

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

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

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

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

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

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

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

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


<PAGE>
<PAGE>

                                    -33-


                           (G)      if such Definitive Note is being
                  transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(C) thereof, the Trustee shall
                  cancel the Definitive Note, increase or cause to be
                  increased the aggregate principal amount of, in the case
                  of clause (A) above, the appropriate Restricted Global
                  Note, in the case of clause (B) above, the 144A Global
                  Note, in the case of clause (C) above, the Regulation S
                  Global Note, and in all other cases, the RSTD Global Note.

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

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case
                  of an exchange, or the transferee, in the case of a
                  transfer, is not (i) a broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule
                  144) of the Company;

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

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

                           (D)      the Registrar receives the following:

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

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

                  (iii)    in each such case set forth in this subparagraph
         (D), an Opinion of Counsel in form reasonably acceptable to the
         Company to the effect that such exchange or transfer is in compliance
         with the Securities Act, that the restrictions on transfer contained
         herein and in the Private Placement Legend are not required in or-


<PAGE>
<PAGE>

                                    -34-

         der to maintain compliance with the Securities Act, and such
         Definitive Notes are being exchanged or transferred in compliance
         with any applicable blue sky securities laws of any State of the
         United States.

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

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

                  If any such exchange or transfer from a Definitive Note to
a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
or (iii) above at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of an authentication order
in accordance with Section 2.02 hereof, the Trustee shall authenticate one
or more Unrestricted Global Notes (accompanied by a notation of the Note
Guarantees duly endorsed by the Guarantors) in an aggregate principal amount
equal to the principal amount of beneficial interests transferred pursuant
to subparagraphs (ii)(B), (ii)(D) or (iii) above.

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

                  (i)      Restricted Definitive Notes may be transferred to
         and registered in the name of Persons who take delivery thereof if
         the Registrar receives the following:

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


<PAGE>
<PAGE>

                                    -35-


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

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

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

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case
                  of an exchange, or the transferee, in the case of a
                  transfer, is not (i) a broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule
                  144) of the Company;

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

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

                           (D)      the Registrar receives the following:

                  (i)      if the Holder of such Restricted Definitive Notes
         proposes to exchange such Notes for an Unrestricted Definitive
         Note, a certificate from such Holder in the form of Exhibit C
         hereto, including the certifications in item (1)(a) thereof;

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

                  (iii)    in each such case set forth in this subparagraph
         (D), an Opinion of Counsel in form reasonably acceptable to the
         Company to the effect that such exchange or transfer is in
         compliance with the Securities Act, that the restrictions on
         transfer contained herein and in the Private Placement Legend are
         not required in or-


<PAGE>
<PAGE>

                                    -36-

         der to maintain compliance with the Securities Act, and such
         Restricted Definitive Note is being exchanged or transferred in
         compliance with any applicable blue sky securities laws of any
         State of the United States.

                  (iii)    A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the
         form of an Unrestricted Definitive Note. Upon receipt of a request
         for such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder
         thereof. Unrestricted Definitive Notes cannot be exchanged for or
         transferred to Persons who take delivery thereof in the form of a
         Restricted Definitive Note.

                  (f)      Exchange Offer. Upon the occurrence of the Exchange
                           --------------
Offer in accordance with the Registration Rights Agreement, the Company
shall issue and, upon receipt of an authentication order in accordance with
Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted
Global Notes (accompanied by a notation of the Note Guarantees duly endorsed
by the Guarantors) in an aggregate principal amount equal to the principal
amount of the beneficial interests in the Restricted Global Notes tendered
for acceptance by persons that are not (x) broker-dealers, (y) Persons
participating in the distribution of the Exchange Notes or (z) Persons who
are affiliates (as defined in Rule 144) of the Company and accepted for
exchange in the Exchange Offer and (ii) Definitive Notes (accompanied by a
notation of the Note Guarantees duly endorsed by the Guarantors) in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrent
with the issuance of such Notes, the Trustee shall cause the aggregate
principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Definitive Notes in the appropriate principal
amount.

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

                  (i)      Private Placement Legend.
                           ------------------------

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

                           "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
                           SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE
                           OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                           WITHIN THE UNITED STATES OR TO,


<PAGE>
<PAGE>

                                    -37-

                           OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
                           EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
                           ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
                           HEREIN, THE HOLDER (i) REPRESENTS THAT (A) IT IS
                           A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
                           RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR
                           (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
                           THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S.
                           PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
                           TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
                           THE SECURITIES ACT, (ii) AGREES THAT IT WILL NOT,
                           WITHIN THE TIME PERIOD REFERRED TO UNDER RULE
                           144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF
                           RULE 144(d) UNDER THE SECURITIES ACT, IF
                           APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT
                           ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL
                           OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
                           COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A
                           PERSON WHO THE HOLDER REASONABLY BELIEVES IS A
                           QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
                           ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A
                           UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
                           STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
                           WITH RULE 904 UNDER THE SECURITIES ACT, (D)
                           PURSUANT TO THE EXEMPTION FROM REGISTRATION
                           PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
                           AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE
                           REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                           AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
                           STATE SECURITIES LAWS, AND (iii) AGREES THAT IT
                           WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR
                           AN INTEREST HEREIN IS TRANSFERRED A NOTICE
                           SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
                           CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY
                           INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED
                           TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
                           BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
                           THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
                           CERTIFICATE TO THE TRUSTEE. AS USED HEREIN,


<PAGE>
<PAGE>

                                    -38-

                           THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
                           AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
                           BY RULE 902 OF REGULATION S UNDER THE SECURITIES
                           ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING
                           THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
                           THIS NOTE IN VIOLATION OF THE FOREGOING
                           RESTRICTIONS."

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

                  (ii)     Global Note Legend. Each Global Note shall bear a
                           ------------------
         legend in substantially the following form:

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

                  (iii)    Regulation S Temporary Global Note Legend. The
                           -----------------------------------------
         Regulation S Temporary Global Note shall bear a legend in
         substantially the following form:

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


<PAGE>
<PAGE>

                                    -39-

                           REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
                           ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

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

                  (i)      General Provisions Relating to Transfers and
                           --------------------------------------------
Exchanges.
---------

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Global
         Notes and Definitive Notes (in each case, accompanied by a notation of
         the Note Guarantees duly endorsed by the Guarantors) upon the
         Company's order or at the Registrar's request.

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company
         may require payment of a sum sufficient to cover any transfer tax
         or similar governmental charge payable in connection therewith
         (other than any such transfer taxes or similar governmental charge
         payable upon exchange or transfer pursuant to Sections 2.10, 3.06,
         3.09, 4.06, 4.07 and 9.05 hereof).

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

                  (iv)     All Global Notes and Definitive Notes (in each case,
         accompanied by a notation of the Note Guarantees duly endorsed by
         the Guarantors) issued upon any registration of transfer or
         exchange of Global Notes or Definitive Notes shall be the valid
         obligations of the Company and the Guarantors, evidencing the same
         debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such
         registration of transfer or exchange.


<PAGE>
<PAGE>

                                    -40-


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

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

                  (vii)    The Trustee shall authenticate Global Notes and
         Definitive Notes (in each case, accompanied by a notation of the
         Note Guarantees duly endorsed by the Guarantors) in accordance with
         the provisions of Section 2.02 hereof.

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

                  (ix)     Each Holder of a Note agrees to indemnify the
         Company and the Trustee against any liability that may result from
         the transfer, exchange or assignment of such Holder's Note in
         violation of any provision of this Indenture and/or applicable
         United States federal or state securities law.

                  (x)      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 Depositary
         participants or beneficial owners of interests 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.

                  SECTION 2.07.     Replacement Notes.
                                    -----------------

                  If any mutilated Note is surrendered to the Trustee, or
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon the written order of the Company signed by two Officers of the
Company, shall authenticate a replacement Note (accompanied by a notation


<PAGE>
<PAGE>

                                    -41-

of the Note Guarantees duly endorsed by the Guarantors) if the Trustee's
requirements are met. An indemnity bond must be supplied by the Holder that
is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Guarantors, the Trustee, any Agent and any authenticating agent
from any loss that any of them may suffer if a Note is replaced. The Company
may charge for its expenses in replacing a Note.

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

                  SECTION 2.08.     Outstanding Notes.
                                    -----------------

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

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

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

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

                  SECTION 2.09.     Treasury Notes.
                                    --------------

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


<PAGE>
<PAGE>

                                    -42-


                  SECTION 2.10.     Temporary Notes.
                                    ---------------

                  Until Definitive Notes are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Notes (accompanied
by a notation of the Note Guarantees duly endorsed by the Guarantors) upon a
written order of the Company signed by two Officers of the Company.
Temporary Notes shall be substantially in the form of definitive Notes but
may have variations that the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Notes (accompanied by a notation of the Note
Guarantees duly endorsed by the Guarantors) in exchange for temporary Notes.

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

                  SECTION 2.11.     Cancellation.
                                    ------------

                  The Company at any time may deliver Notes to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or cancellation
and shall return such canceled Notes to the Company. The Company may not
issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

                  SECTION 2.12.     Defaulted Interest.
                                    ------------------

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


<PAGE>
<PAGE>

                                    -43-


                  SECTION 2.13.     CUSIP Numbers.
                                    -------------

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

                  SECTION 2.14.     Liquidated Damages.
                                    ------------------

                  If Liquidated Damages are payable by the Company pursuant
to Section 6 of the Registration Rights Agreement, the Company shall deliver
to the Trustee a certificate to that effect stating (i) the amount of such
Liquidated Damages that are payable and (ii) the date on which such damages
are payable. Unless and until a Responsible Officer of the Trustee receives
such a certificate, the Trustee may assume without inquiry that no
Liquidated Damages are payable. If the Company has paid Liquidated Damages
directly to the persons entitled to them, the Company shall deliver to the
Trustee a certificate setting forth the particulars of such payment.

                  SECTION 2.15.     Issuance of Additional Notes.
                                    ----------------------------

                  The Company shall be entitled to issue Additional Notes
under this Indenture which shall have substantially identical terms as the
Notes, other than with respect to the date of issuance, issue price, amount
of interest payable on the first payment date applicable thereto or upon a
registration default as provided under a registration rights agreement
related thereto and, terms of optional redemption, if any (and, if such
Additional Notes shall be issued in the form of Exchange Notes, other than
with respect to transfer restrictions); provided that such issuance is not
                                        --------
prohibited by Section 4.09. The Notes, any Additional Notes and all Exchange
Notes issued in exchange therefor shall be treated as a single class for all
purposes under this Indenture.

                  With respect to any Additional Notes, the Company shall
set forth in a resolution of its Board of Directors (or a duly appointed
committee thereof) and in an Officers' Certificate, a copy of each of which
shall be delivered to the Trustee, the following information:

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

                  (2) the issue price and the issue date of such Additional
         Notes and the amount of interest payable on the first payment date
         applicable thereto; and


<PAGE>
<PAGE>

                                    -44-


                  (3) whether such Additional Notes shall be transfer
         restricted securities and issued in the form of Notes or shall be
         registered securities issued in the form of Exchange Notes, each as
         set forth in the Exhibits hereto.

                                 ARTICLE 3

                          REDEMPTION AND PREPAYMENT

                  SECTION 3.01.     Notices to Trustee.
                                    ------------------

                  If the Company elects to redeem Notes pursuant to the
optional redemption provisions of Section 3.07 hereof, it shall furnish to
the Trustee, at least 35 days but not more than 60 days before a redemption
date, an Officers' Certificate setting forth (i) the clause of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price. Such notice shall be given at least 45 days prior to the
redemption date in the event the Company desires that the Trustee give
notice of redemption to the holders of the Notes as more particularly set
forth in Section 3.03.

                  SECTION 3.02.     Selection of Notes to Be Redeemed.
                                    ---------------------------------

                  If less than all of the Notes are to be redeemed at any
time, the Trustee will select Notes for redemption on a pro rata basis, by
lot or by such method as the Trustee shall deem fair and appropriate.

                  No Notes of $1,000 or less shall be redeemed in part.
Notices 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 of Notes to
be redeemed at its registered address. Notices of redemption may not be
conditional.

                  If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount
equal to the unredeemed portion of the original Note will be issued in the
name of the Holder thereof upon cancellation of the original Note. Notes
called for redemption become due on the date fixed for redemption. On and
after the redemption date, interest ceases to accrue on Notes or portions of
them called for redemption.

                  SECTION 3.03.     Notice of Redemption.
                                    --------------------

                  Subject to the provisions of Section 3.09 hereof, at least
30 days but not more than 60 days before a redemption date, the Company
shall mail or cause to be mailed, by first




<PAGE>
<PAGE>

                                    -45-

class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

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

                  (a)      the redemption date;

                  (b)      the redemption price;

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

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

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

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

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

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

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

                  SECTION 3.04.     Effect of Notice of Redemption.
                                    ------------------------------

                  Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. A notice of
redemption may not be conditional.


<PAGE>
<PAGE>

                                    -46-


                  SECTION 3.05.     Deposit of Redemption Price.
                                    ---------------------------

                  One Business Day prior to the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to
pay the redemption price of and accrued interest on all Notes to be redeemed
on that date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of,
and accrued interest on, all Notes to be redeemed.

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

                  SECTION 3.06.     Notes Redeemed in Part.
                                    ----------------------

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

                  SECTION 3.07.     Optional Redemption.
                                    -------------------

                  (a)      Except as set forth in clause (b) of this
Section 3.07, the Company shall not have the option to redeem the Notes
pursuant to this Section 3.07 prior to December 1, 2008. Thereafter, the
Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on December 1 of the years
indicated below:


<PAGE>
<PAGE>

                                    -47-


                  YEAR                                              PERCENTAGE
                  ----                                              ----------
                  2008.........................................      103.938%
                  2009.........................................      102.625%
                  2010.........................................      101.313%
                  2011 and thereafter..........................      100.000%

                  (b)      Notwithstanding the provisions of clause (a) of
this Section 3.07, at any time prior to December 1, 2006, the Company may at
its option on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes (including Additional Notes, if any) originally
issued under this Indenture at a redemption price of 107.875% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds
of one or more Equity Offerings; provided that: (i) at least 65% of such
aggregate principal amount of Notes (including Additional Notes, if any)
originally issued remains outstanding immediately after the occurrence of
such redemption (excluding Notes held directly or indirectly by the Parent
Company, the Company and their Affiliates); and (ii) each such redemption
must occur within 90 days of the date of the closing of such Equity
Offering.

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

                  SECTION 3.08.     Mandatory Redemption.
                                    --------------------

                  Except as set forth under Sections 4.06 and 4.07 hereof,
the Company shall not be required to make mandatory redemption payments with
respect to the Notes.

                  SECTION 3.09.     Offer to Purchase by Application of Net
                                    ---------------------------------------
Proceeds.
--------

                  In the event that, pursuant to Section 4.07 hereof, the
Company shall be required to commence an offer to all Holders to purchase
Notes (an "Asset Sale Offer"), it shall follow the procedures specified
below.

                  The Asset Sale Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Offer Period").
Promptly after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.07 hereof (the "Offer Amount") or, if less
than the Offer Amount has been tendered, all Notes tendered in response to
the Asset Sale Offer. Payment for any Notes so purchased shall be made in
the same manner as interest payments are made.

                  If the Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and
unpaid interest shall be paid to the Person in


<PAGE>
<PAGE>

                                    -48-

whose name a Note is registered at the close of business on such record
date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.

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

                  (a)      that the Asset Sale Offer is being made pursuant
         to this Section 3.09 and Section 4.07 hereof and the length of time
         the Asset Sale Offer shall remain open;

                  (b)      the Offer Amount, the purchase price and the
         Purchase Date and, if the Company or any Restricted Subsidiary is
         required to and does make an offer to holders of Other Debt as
         contemplated by clause (c) of the second paragraph of Section 4.07,
         the notice shall state that fact, that the Offer Amount will be
         reduced by the amount of Other Debt required to be purchased
         pursuant to such other offer, and that the amount of such reduction
         will not be known until the expiration of such other offer, which
         shall not be later than the expiration of the Offer Period;

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

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

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

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

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


<PAGE>
<PAGE>

                                    -49-


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

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

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant
to the Asset Sale Offer, or if less than the Offer Amount has been tendered,
all Notes tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 3.09.
The Company, the Depositary or the Paying Agent, as the case may be, shall
promptly mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note (in
each case, accompanied by a notation of the Note Guarantees duly endorsed by
the Guarantors), and the Trustee, upon written request from the Company
shall authenticate and mail or deliver such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the
results of the Asset Sale Offer on the Purchase Date.

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

                                 ARTICLE 4

                                  COVENANTS

                  SECTION 4.01.     Payment of Notes.
                                    ----------------

                  The Company shall pay or cause to be paid the principal
of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, and interest shall
be considered paid on the date due if the Paying Agent, if other than the
Company or any Guarantor thereof, holds as of 10:00 a.m. Eastern Time on the


<PAGE>
<PAGE>

                                    -50-


due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Company shall pay all Liquidated Damages, if any, in
the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

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

                  SECTION 4.02.     Maintenance of Office or Agency.
                                    -------------------------------

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

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

                  The Company hereby designates the office of U.S. Bank
Trust National Association, 100 Wall Street, Suite 1600, New York, NY 10005,
as one such office or agency of the Company in accordance with Section 2.03.

                  SECTION 4.03.     Compliance Certificate.
                                    ----------------------

                  (a)      The Company and the Guarantors shall deliver to the
Trustee, within 90 days after the end of the fiscal year, an Officers'
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company or such Guarantor, as the case may be, has kept, observed, performed
and fulfilled its obligations


<PAGE>
<PAGE>

                                    -51-

under this Indenture and the Guarantees, respectively, and further stating,
as to each such Officer signing such certificate, that to the best of his or
her knowledge the Company or such Guarantor, as the case may be, has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events
of Default of which he or she may have knowledge and what action the Company
or such Guarantor, as the case may be, is taking or proposes to take with
respect thereto).

                  (b)      So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants,
the year-end financial statements delivered pursuant to Section 4.19(a)
shall be accompanied by a written statement of the Company's independent
public accountants (who shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial
statements, nothing has come to their attention that would lead them to
believe that the Company has violated any provisions of Article 4 or Article
5 hereof or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall
not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

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

                  SECTION 4.04.     Taxes.
                                    -----

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

                  SECTION 4.05.     Stay, Extension and Usury Laws.
                                    ------------------------------

                  Each of the Company and the Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and each of the Company and the Guarantors
(to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by
resort to any such law, hinder, delay or impede the execution of any power


<PAGE>
<PAGE>

                                    -52-


herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law has been enacted.

                  SECTION 4.06.     Change of Control.
                                    -----------------

                  (a)      If a Change of Control occurs, each Holder of Notes
shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of that Holder's Notes
pursuant to the offer described below (the "Change of Control Offer"). In
the Change of Control Offer, the Company shall offer a "Change of Control
Payment" in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase. Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and
offering to repurchase Notes on the date specified in such notice (the
"Change of Control Payment Date"), pursuant to the procedures required by
this Indenture and described in such notice. The Company shall comply with
the requirements of Rule 14e-l 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 the Notes as
a result of a Change of Control. To the extent the provisions of any
securities laws are inconsistent with the terms of this Indenture, the
Company will not be deemed to have breached this covenant by complying with
such laws.

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

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

                  (ii)     deposit with the Paying Agent an amount equal
         to the Change of Control Payment in respect of all Notes or
         portions thereof so tendered; and

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

                  (c)      The Paying Agent shall promptly mail to each Holder
of Notes so tendered the Change of Control Payment for such Notes, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by
book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each
such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof.

                  (d)      The Company shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.


<PAGE>
<PAGE>

                                    -53-


                  (e)      The provisions described in this Section 4.06 that
require the Company to make a Change of Control Offer following a Change of
Control shall be applicable regardless of whether or not any other
provisions of this Indenture are applicable.

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

                  SECTION 4.07.     Asset Sales.
                                    -----------

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

                  (a)      the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of such Asset Sale
         at least equal to the fair market value of the assets or Equity
         Interests issued or sold or otherwise disposed of;

                  (b)      such fair market value is determined by the
         Company's Board of Directors and evidenced by a resolution of the
         Board of Directors set forth in an Officers' Certificate delivered
         to the Trustee; and

                  (c)      at least 75% of the Net Proceeds received by the
         Company or such Restricted Subsidiary is in the form of cash. For
         purposes of this provision, each of the following shall be deemed
         to be cash:

                           (i)      any liabilities (as shown on the Company's
                  or such Restricted Subsidiary's most recent balance sheet),
                  of the Company or any Restricted Subsidiary (other than
                  contingent liabilities and liabilities that are by their
                  terms subordinated to the Notes or any Note Guarantee)
                  that are assumed by the transferee of any such assets
                  pursuant to a customary novation agreement that releases
                  the Company or such Restricted Subsidiary from further
                  liability; and

                           (ii)     any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary
                  from such transferee that are contemporaneously (subject to
                  ordinary settlement periods) converted by the Company or such
                  Restricted Subsidiary into cash (to the extent of the cash
                  received in that conversion).

                  Within 360 days after the receipt of any Net Proceeds from
an Asset Sale, the Company or a Restricted Subsidiary must apply such Net
Proceeds:


<PAGE>
<PAGE>

                                    -54-


                  (a)      by reinvesting in the business of the Company or
         such Restricted Subsidiary; or

                  (b)      by repaying or retiring any Senior Debt; or

                  (c)      by offering to purchase the Notes at 100% of
         principal amount, plus accrued and unpaid interest and Liquidated
         Damages, if any, and if applicable, to make an offer to the holders
         of other Indebtedness of the Company that ranks pari passu with the
         Notes (the "Other Debt") and that by its terms requires the Company
         to make an offer to purchase such Other Debt upon consummation of
         an Asset Sale, to purchase such Other Debt on a pro rata basis with
         the Notes.

                  Pending the final application of any Net Proceeds, the
Company may temporarily reduce revolving credit borrowings.

                  SECTION 4.08.     Restricted Payments.
                                    -------------------

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

                  (i)      declare or pay any dividend or make any other
         payment or distribution on account of the Company's or any of its
         Restricted Subsidiaries' Equity Interests (including, without
         limitation, any payment in connection with any merger or
         consolidation involving the Company or any of its Restricted
         Subsidiaries) or to the direct or indirect holders of the Company's
         or any of its Restricted Subsidiaries' Equity Interests in their
         capacity as such (other than dividends or distributions payable in
         Equity Interests of the Company or to the Company or a Restricted
         Subsidiary of the Company);

                  (ii)     purchase, redeem or otherwise acquire or retire
         for value (including, without limitation, in connection with any
         merger or consolidation involving the Company) any Equity Interests
         of the Company or any direct or indirect parent of the Company or
         any Restricted Subsidiary of the Company (other than any such
         Equity Interests owned by the Company or any Restricted Subsidiary
         of the Company);

                  (iii)    make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is pari passu with or subordinated to the Notes
         or the Note Guarantees (other than the Notes or the Note
         Guarantees), except a payment of interest or principal at the
         Stated Maturity thereof; or

                  (iv)     make any Restricted Investment


<PAGE>
<PAGE>

                                    -55-


(all such payments and other actions set forth in clauses (i) through (iv)
above being collectively referred to as "Restricted Payments"), unless, at
the time of and after giving effect to such Restricted Payment:

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

                  (ii)     the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such
         Restricted Payment had been made at the beginning of the applicable
         four-quarter period, have been permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in Section 4.09(a); and

                  (iii)    such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after December 31, 2003 (excluding
         Restricted Payments permitted by clauses (iii), (v), (vii), (viii)
         and (ix) of the next succeeding paragraph), is less than the sum,
         without duplication, of:

                           (A)      50% of the Consolidated Net Income (or,
                  in case such Consolidated Net Income is a deficit, minus
                  100% of such deficit) of the Company since December 31,
                  2003, plus

                           (B)      the aggregate net cash proceeds received
                  by the Company after December 31, 2003 from the sale of
                  Equity Interests or any Indebtedness that is convertible
                  into Capital Stock and has been so converted, plus

                           (C)      the aggregate cash received by the
                  Company as capital contributions after December 31, 2003,
                  plus

                           (D)      $30 million.

                  (b)      So long as no Default has occurred and is continuing
         or would be caused thereby, the preceding provisions of paragraph
         (a) of this Section 4.08 shall not prohibit:

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

                  (ii)     the repurchase, redemption, defeasance, retirement
         or other acquisition of any pari passu or subordinated Indebtedness
         of the Company or any Guarantor or of any Equity Interests of the
         Company or any Restricted Subsidiary in exchange for,


<PAGE>
<PAGE>

                                    -56-

         or out of the net cash proceeds of the substantially concurrent
         sale (other than to a Subsidiary of the Company) of, Equity
         Interests of the Company;

                  (iii)    the redemption, repurchase, defeasance, retirement
         or other acquisition of pari passu or subordinated Indebtedness of
         the Company or any Guarantor with the net cash proceeds from an
         incurrence of Permitted Refinancing Indebtedness;

                  (iv)     the payment of any dividend by a Restricted
         Subsidiary of the Company to the holders of its common Equity
         Interests on a pro rata basis;

                  (v)      the repurchase, redemption or other acquisition
         or retirement for value of any Equity Interests of the Company or
         any Restricted Subsidiary of the Company held by any member of the
         Company's (or any of its Subsidiaries') management pursuant to any
         management equity subscription agreement or stock option agreement
         in effect as of the date of this Indenture; provided that the
         aggregate price paid for all such repurchased, redeemed, acquired
         or retired Equity Interests shall not exceed $1.5 million in any
         twelve-month period;

                  (vi)     the making of any Restricted Investment, directly
         or indirectly, out of the net cash proceeds of substantially
         concurrent sales (other than to a Subsidiary) of Equity Interests
         of the Company;

                  (vii)    the repurchase, redemption, retirement or other
         acquisition of Equity Interests of the Company or any Restricted
         Subsidiary issued, or Indebtedness incurred, by the Company or any
         Restricted Subsidiary in connection with the acquisition of any
         Person or any assets to the former owners of such Person or assets;
         and

                  (viii)   Permitted Payments to Parent Company.

                  (c)      The amount of all Restricted Payments (other than
cash) shall be the fair market value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued by the
Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The fair market value of any assets or securities that
are required to be valued by this covenant shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee. The Board of Directors' determination must be based upon an opinion
or appraisal issued by an accounting, appraisal or investment banking firm
of national standing if the fair market value exceeds $10 million. Not later
than the date of making any Restricted Payment, the Company shall deliver to
the Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required
by this Section 4.08 were computed, together with a copy of any fairness
opinion or appraisal required by this Indenture.


<PAGE>
<PAGE>

                                    -57-


                  SECTION 4.09.     Incurrence of Indebtedness.
                                    --------------------------

                  (a)      The Company shall not, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt); provided, however, that the Company
and any Restricted Subsidiary may incur Indebtedness (including Acquired
Debt), if the Fixed Charge Coverage Ratio for the Company's most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional
Indebtedness is incurred would have been at least 2 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred at the
beginning of such four-quarter period.

                  (b)      Notwithstanding the prohibitions of paragraph
(a) of this Section 4.09, the Company may incur of any of the following
items of Indebtedness (collectively, "Permitted Debt"):

                  (i)      the incurrence by the Company and any Restricted
         Subsidiary of the Indebtedness under Credit Facilities (including
         amounts outstanding at the Issue Date); provided that the aggregate
         principal amount of all Indebtedness under such Credit Facilities
         (including all Permitted Refinancing Indebtedness incurred to
         refund, refinance or replace any Indebtedness incurred pursuant to
         this clause (i)) permitted by this clause (i) does not exceed an
         amount equal to $375 million, less any repayments actually made
         thereunder with the Net Proceeds of Asset Sales in accordance with
         clause (b) of the second paragraph of Section 4.07;

                  (ii)     the incurrence by the Company and its Subsidiaries
         of Existing Indebtedness (excluding amounts outstanding under
         Credit Facilities at the Issue Date);

                  (iii)    the incurrence by the Company and the Subsidiary
         Guarantors of Indebtedness represented by the Notes and the Note
         Guarantees issued on the Issue Date;

                  (iv)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital
         Lease Obligations, mortgage financings or purchase money
         obligations, in each case, incurred for the purpose of financing
         all or any part of the purchase price or cost of construction or
         improvement of property, plant or equipment used in the business of
         the Company or such Restricted Subsidiary, in an aggregate
         principal amount (including all Permitted Refinancing Indebtedness
         incurred to refund, refinance or replace any Indebtedness incurred
         pursuant to this clause (iv)) not to exceed $50 million at any time
         outstanding;


<PAGE>
<PAGE>

                                    -58-


                  (v)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace, Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred
         under paragraph (a) of this Section 4.09 or clause (i), (ii),
         (iii), (iv) or (ix) of this paragraph (b);

                  (vi)     the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or
         among the Company and any of its Wholly Owned Restricted
         Subsidiaries; provided, however, that:

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

                           (B)      (i) any subsequent issuance or transfer
                  of Equity Interests that results in any such Indebtedness
                  being held by a Person other than the Company or a Wholly
                  Owned Restricted Subsidiary thereof and (ii) any sale or
                  other transfer of any such Indebtedness to a Person that
                  is not either the Company or a Wholly Owned Restricted
                  Subsidiary thereof, shall be deemed, in each case, to
                  constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (vi);

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

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

                  (ix)     the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness in an aggregate
         principal amount (or accrued value, as applicable) at any time
         outstanding, including all Permitted Refinancing Indebtedness
         incurred to refund, refinance or replace any Indebtedness incurred
         pursuant to this clause (ix), not to exceed $50 million;

                  (x)      the incurrence by the Company's Unrestricted
         Subsidiaries of Non-Recourse Debt; provided, however, that if any
         such Indebtedness ceases to be Non-


<PAGE>
<PAGE>

                                    -59-

         Recourse Debt of an Unrestricted Subsidiary, such event shall be
         deemed to constitute an incurrence of Indebtedness by a Restricted
         Subsidiary of the Company that was not permitted by this clause
         (x);

                  (xi)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness in respect of judgment,
         appeal, surety, performance and other like bonds, bankers
         acceptances and letters of credit provided by the Company and its
         Subsidiaries in the ordinary course of business (including any
         Indebtedness incurred to refinance, retire, renew, defease, refund
         or otherwise replace any Indebtedness referred to in this clause
         (xi)); and

                  (xii)    Indebtedness incurred by the Company or any of
         its Subsidiaries arising from agreements or their respective bylaws
         providing for indemnification, adjustment of purchase price or
         similar obligations, or from guarantees of letters of credit,
         surety bonds or performance bonds securing the performance of the
         Company or any of its Subsidiaries to any Person acquiring all or a
         portion of such business or assets of a Subsidiary of the Company.

                  (c)      For purposes of determining compliance with this
Section 4.09, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in
paragraphs (b)(i) through (b)(xii) above, or is entitled to be incurred
pursuant to paragraph (a) of this Section 4.09, the Company shall be
permitted to classify such item of Indebtedness on the date of its
incurrence in any manner that complies with this Section 4.09.

                  SECTION 4.10.     Limitations on Layering.
                                    -----------------------

                  The Company shall not incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt of the Company
and senior in any respect in right of payment to the Notes. No Guarantor
shall incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any
Senior Debt of such Guarantor and senior in any respect in right of payment
to such Guarantor's Guarantee of the Notes.

                  SECTION 4.11.     Liens.
                                    -----

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to own any Lien of any kind securing Indebtedness, Attributable Debt
or trade payables on any asset now owned or hereafter acquired, except
Permitted Liens.


<PAGE>
<PAGE>

                                    -60-


                  SECTION 4.12.     Dividend and Other Payment Restrictions
                                    ---------------------------------------
                                    Affecting Subsidiaries.
                                    ----------------------

                  The Company shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to pay dividends or make any other distributions or pay
Indebtedness to the Company or any of the Company's Restricted Subsidiaries,
or with respect to any other interest or participation in, or measured by,
its profits, or pay any indebtedness owed to the Company or any of the
Company's Restricted Subsidiaries.

                  SECTION 4.13.     Transactions with Affiliates.
                                    ----------------------------

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

                  (a)      such Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable
         transaction by the Company or such Restricted Subsidiary with an
         unrelated Person; and

                  (b)      the Company delivers to the Trustee:

                           (i)      with respect to any Affiliate Transaction
                  or series of related Affiliate Transactions involving
                  aggregate consideration in excess of $5 million, a
                  resolution of the Board of Directors set forth in the
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with this Section 4.13 and that such
                  Affiliate Transaction has been approved by a majority of
                  the disinterested members of the Board of Directors; and

                           (ii)     with respect to any Affiliate Transaction
                  or series of related Affiliate Transactions involving
                  aggregate consideration in excess of $15 million, an
                  opinion as to the fairness to the Holders of such
                  Affiliate Transaction from a financial point of view
                  issued by an accounting, appraisal or investment banking
                  firm of national standing.

                  The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of the
prior paragraph:


<PAGE>
<PAGE>

                                    -61-


                  (a)      any employment agreement entered into by the Company
         or any of its Restricted Subsidiaries in the ordinary course of
         business and consistent with the past practice of the Company or
         such Restricted Subsidiary;

                  (b)      indemnification agreements permitted by law entered
         into by the Company or any of its Restricted Subsidiaries with any
         of its Affiliates who are directors, employees or agents of the
         Company or any of its Restricted Subsidiaries;

                  (c)      transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (d)      payment of reasonable directors fees to Persons who
         are not otherwise Affiliates of the Company; and

                  (e)      Restricted Payments that are permitted by Section
         4.08.

                  SECTION 4.14.     Additional Subsidiary Guarantees.
                                    --------------------------------

                  If after the Issue Date the Company or any Restricted
Subsidiary of the Company acquires or creates another Restricted Subsidiary
(other than a special purpose financing vehicle) and such Restricted
Subsidiary is formed under the laws of a state of the United States
(including the District of Columbia) and has its principal place of business
within the United States, then at such time as such Restricted Subsidiary
first becomes a Significant Subsidiary of the Company, that newly acquired
or created Restricted Subsidiary must become a Guarantor and execute a
supplemental indenture satisfactory to the Trustee and deliver an opinion of
counsel to the Trustee within 10 Business Days of the date on which it was
acquired or created.

                  SECTION 4.15.     Limitations on Issuances of Guarantees
                                    --------------------------------------
                                    of Indebtedness.
                                    ---------------

                  The Company shall not permit any of its Restricted
Subsidiaries that is not a Guarantor of the Notes, directly or indirectly,
to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Company or the Parent Company unless such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary to the same extent as such Guarantee of such other Indebtedness,
which Guarantee shall be senior to or pari passu with such Restricted
Subsidiary's Guarantee of or pledge to secure such other Indebtedness,
unless such other Indebtedness is Senior Debt, in which case the Guarantee
of the Notes may be subordinated to the Guarantee of such Senior Debt to the
same extent as the Notes are subordinated to such Senior Debt.

                  Notwithstanding the preceding paragraph, any Note
Guarantee of the Notes shall provide by its terms that it shall be
automatically and unconditionally released and dis-


<PAGE>
<PAGE>

                                    -62-

charged under the circumstances described in Section 11.05. The form of the
Guarantee of the Notes is attached as Exhibit D hereto.

                  SECTION 4.16.     Business Activities.
                                    -------------------

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses.

                  SECTION 4.17.     Advances to Subsidiaries.
                                    ------------------------

                  All advances to Restricted Subsidiaries that are not
Guarantors made by the Company after the date of this Indenture will be
evidenced by Intercompany Notes in favor of the Company. Each Intercompany
Note will be payable upon demand and will bear interest at the same rate as
the Notes. The form of Intercompany Note is attached as Exhibit F hereto.

                  SECTION 4.18.     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 to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is
offered to be paid and is paid to all Holders of the Notes that consent,
waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                  SECTION 4.19.     Reports.
                                    -------

                  (a)      Whether or not required by the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

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

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

                  (b)      The quarterly and annual financial information
         required by the preceding paragraph shall include a reasonably detailed
         presentation, either on the face of the financial statements or in
         the footnotes thereto, or in Management's Discussion and Analysis of


<PAGE>
<PAGE>

                                    -63-

         Financial Condition and Results of Operations, of the financial
         condition and results of operations of the Company and its
         Subsidiary Guarantors separate from the financial condition and
         results of operations of the other Subsidiaries of the Company.

                  (c)      In addition, whether or not required by the SEC,
         the Company shall file a copy of all of the information and reports
         referred to in clauses (a) and (b) above with the SEC for public
         availability within the time periods specified in the SEC's rules
         and regulations (unless the SEC shall not accept such a filing) and
         make such information available to securities analysts and
         prospective investors upon request.

                  (d)      In addition, the Company shall file with the
         Trustee such other information, documents and other reports which
         the Company is required to file with the SEC pursuant to Section 13
         or Section 15(d) of the Exchange Act.

                  (e)      For so long as any Notes remain outstanding
         (unless the Company is subject to the reporting requirements of the
         Exchange Act), the Company and the Guarantors shall furnish to the
         Holders and to securities analysts and prospective investors, upon
         their request, the information required to be delivered pursuant to
         Rule 144A(d)(4) under the Securities Act.

                  (f)      The foregoing reporting obligations set forth
         in this Section 4.19 may be satisfied by reports prepared and filed
         by the Parent Company on a consolidated basis under the
         requirements of the Exchange Act.

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

                                 ARTICLE 5

                                 SUCCESSORS

                  SECTION 5.01.     Merger, Consolidation, or Sale of Assets.
                                    ----------------------------------------

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


<PAGE>
<PAGE>

                                    -64-


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

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

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

                  (d)      the Company or the Person formed by or surviving
         any such consolidation or merger (if other than the Company):

                           (i)      shall have Consolidated Net Worth
                  immediately after the transaction equal to or greater than
                  the Consolidated Net Worth of the Company immediately
                  preceding the transaction; and

                           (ii)     shall, on the date of such transaction
                  after giving pro forma effect thereto and any related
                  financing transactions as if the same had occurred at the
                  beginning of the applicable four-quarter period, be
                  permitted to incur at least $1.00 of additional
                  Indebtedness pursuant to the Fixed Charge Coverage Ratio
                  test set forth in Section 4.09(a).

                  In addition, the Company may not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.01 shall not apply
to a merger, consolidation, sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any of its Wholly
Owned Subsidiaries. For the avoidance of doubt, this Section 5.01 also will
not apply to sales of the assets or stocks of Subsidiaries that the Company
currently is holding for sale as part of its strategic plan.

                  SECTION 5.02.     Successor Corporation Substituted.
                                    ---------------------------------

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all
of the assets of the Company in accordance with Section 5.01 hereof, the
successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from



<PAGE>
<PAGE>

                                    -65-


and after the date of such consolidation, merger, sale, lease, conveyance
or other disposition, the provisions of this Indenture referring to the
"Company" shall refer instead to the successor corporation and not to the
Company, and may exercise every right and power of the Company under this
Indenture with the same effect as if such successor Person had been named
as the Company herein; provided, however, that the predecessor Company
shall not be relieved from the obligation to pay the principal of and
interest on the Notes except in the case of a sale of all of the Company's
assets that meets the requirements of Section 5.01 hereof.

                                 ARTICLE 6

                            DEFAULTS AND REMEDIES

                  SECTION 6.01.     Events of Default.
                                    -----------------

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

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

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

                  (c)      failure by the Company or any of its Restricted
         Subsidiaries to comply with the provisions described under Sections
         3.09, 4.06, 4.07, 4.08 and 4.09 hereof;

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

                  (e)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any
         of its Restricted Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Restricted Subsidiaries)
         whether such Indebtedness or guarantee now exists, or is created
         after the date of this Indenture, if that default:

                           (i)      is caused by a failure to pay principal
                  of or premium, if any, or interest on such Indebtedness
                  prior to the expiration of the grace period pro-


<PAGE>
<PAGE>

                                    -66-

                  vided in such Indebtedness on the date of such default
                  (a "Payment Default"); or

                           (ii)     results in the acceleration of such
                  Indebtedness prior to its express maturity, and, in each
                  case, the principal amount of any such Indebtedness,
                  together with the principal amount of any other such
                  Indebtedness under which there has been a Payment Default
                  or the maturity of which has been so accelerated, aggregates
                  $25 million or more;

                  (f)      failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $25
         million, which judgments are not paid, discharged or stayed within
         60 days following entry of judgment;

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

                  (h)      the Company or any of the Company's Restricted
         Subsidiaries that are Significant Subsidiaries or any group of
         Restricted Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary pursuant to or within the meaning of
         Bankruptcy Law:

                           (i)      commences a voluntary case,

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

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

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

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

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

                           (i)      is for relief against the Company or any
                  of the Company's Restricted Subsidiaries that are Significant
                  Subsidiaries or any group of Restricted Subsidiaries that,
                  taken as a whole, would constitute a Significant Subsidiary
                  in an involuntary case;


<PAGE>
<PAGE>

                                    -67-


                           (ii)     appoints a custodian of the Company or any
                  of the Company's Restricted Subsidiaries that are Significant
                  Subsidiaries or any group of Restricted Subsidiaries that,
                  taken as a whole, would constitute a Significant
                  Subsidiary or for all or substantially all of the property
                  of the Company or any of the Company's Restricted
                  Subsidiaries that are Significant Subsidiaries or any
                  group of Restricted Subsidiaries that, taken as a whole,
                  would constitute a Significant Subsidiary; or

                           (iii)    orders the liquidation of the Company or
                  any of the Company's Restricted Subsidiaries that are
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary;

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

                  SECTION 6.02.     Acceleration.
                                    ------------

                  If any Event of Default (other than an Event of Default
specified in clause (h) or (i) of Section 6.01 hereof with respect to the
Company, any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary) occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause
(h) or (i) of Section 6.01 hereof occurs with respect to the Company, any
Restricted Subsidiary constituting a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately
without further action or notice. The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the
Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

                  If an Event of Default occurs by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant
to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent
premium shall also become and be immediately due and payable, to the extent
permitted by law, anything in this Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default occurs prior to December 1, 2008 by
reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an addi-


<PAGE>
<PAGE>

                                    -68-

tional premium shall also become and be immediately due and payable in an
amount, for each of the years beginning on December 1, of the years set
forth below, as set forth below (expressed as percentages of principal
amount):

                  YEAR                                               PERCENTAGE
                  ----                                               ----------
                  2003.............................................   110.503%
                  2004.............................................   109.190%
                  2005.............................................   107.877%
                  2006.............................................   106.564%
                  2007.............................................   105.251%

                  SECTION 6.03.     Other Remedies.
                                    --------------

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

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

                  SECTION 6.04.     Waiver of Past Defaults.
                                    -----------------------

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

                  SECTION 6.05.     Control by Majority.
                                    -------------------

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trus-


<PAGE>
<PAGE>

                                    -69-

tee may refuse to follow any direction that conflicts with law or this
Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in personal
liability.

                  SECTION 6.06.     Limitation on Suits.
                                    -------------------

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

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

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

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

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

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

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

                  SECTION 6.07.     Rights of Holders of Notes to Receive
                                    -------------------------------------
                                    Payment.
                                    -------

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

                  SECTION 6.08.     Collection Suit by Trustee.
                                    --------------------------

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount of principal of, premium and Liquidated Damages, if any, and
interest remaining unpaid on the Notes and interest on overdue principal


<PAGE>
<PAGE>

                                    -70-


and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

                  SECTION 6.09.     Trustee May File Proofs of Claim.
                                    --------------------------------

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

                  SECTION 6.10.     Priorities.
                                    ----------

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

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

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


<PAGE>
<PAGE>

                                    -71-

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

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

                  SECTION 6.11.     Undertaking for Costs.
                                    ---------------------

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

                  SECTION 6.12.     Notice.
                                    ------

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

                                 ARTICLE 7

                                   TRUSTEE

                  SECTION 7.01.     Duties of Trustee.
                                    -----------------

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

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

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


<PAGE>
<PAGE>

                                    -72-


                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the
         requirements of this Indenture. However, in the case of any such
         certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee
         shall be under a duty to examine the same to determine whether or
         not they conform to the requirements of this Indenture (but need
         not confirm or investigate the accuracy of mathematical
         calculations or other facts stated therein).

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

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

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

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

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

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

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

                  SECTION 7.02.     Rights of Trustee.
                                    -----------------

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


<PAGE>
<PAGE>

                                    -73-


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

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

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

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

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

                  (g)      The Trustee shall not be deemed to have notice
of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by a Responsible Officer at the
Corporate Trust Office of the Trustee, and such notice references the Notes
and this Indenture.

                  SECTION 7.03.     Individual Rights of Trustee.
                                    ----------------------------

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


<PAGE>
<PAGE>

                                    -74-


                  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, the Notes
or the Note Guarantees, it shall not be accountable for the Company's use of
the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other
document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

                  SECTION 7.05.     Notice of Defaults.
                                    ------------------

                  If a Default or Event of Default occurs and is continuing
and if it is actually known to the Trustee, the Trustee shall mail to
Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Note, the
Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Notes.

                  SECTION 7.06.     Reports by Trustee to Holders of the Notes.
                                    ------------------------------------------

                  Within 60 days after each May 15 beginning with May 15,
2005 following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall
also transmit by mail all reports as required by TIA Section 313(c).

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

                  SECTION 7.07.     Compensation and Indemnity.
                                    --------------------------

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


<PAGE>
<PAGE>

                                    -75-

its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

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

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

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

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

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

                  SECTION 7.08.     Replacement of Trustee.
                                    ----------------------

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


<PAGE>
<PAGE>

                                    -76-

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

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

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

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

                  (d)      the Trustee becomes incapable of acting.

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

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, any Guarantor or the Holders of Notes of at least 10% in principal
amount of the then 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, after written request by any Holder of a
Note who has been a Holder of a Note for at least six months, fails to
comply with Section 7.10, such Holder of a Note may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

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


<PAGE>
<PAGE>

                                    -77-


                  SECTION 7.09.     Successor Trustee by Merger, etc.
                                    --------------------------------

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

                  SECTION 7.10.     Eligibility; Disqualification.
                                    -----------------------------

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States
of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital
and surplus of at least $250 million as set forth in its most recent
published annual report of condition.

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

                  SECTION 7.11.     Preferential Collection of Claims Against
                                    -----------------------------------------
                                    Company.
                                    -------

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

                  SECTION 7.12.     Patriot Act
                                    -----------

                  To help the U.S. government fight the funding of terrorism
and money laundering activities, Federal law requires all financial
institutions to obtain, verify and record information that identifies each
person who opens an account. For a non-individual person such as a business
entity, a charity, a trust or other legal entity the Trustee will ask for
documentation to verify its formation and existence as a legal entity. The
Trustee may also ask to see financial statements, licenses, identification
and authorization documents from individuals claiming authority to represent
the entity or other relevant documentation.

                                 ARTICLE 8

                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 8.01.     Option to Effect Legal Defeasance or
                                    ------------------------------------
                                    Covenant Defeasance.
                                    -------------------

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any
time, elect to have either Section 8.02 or 8.03


<PAGE>
<PAGE>

                                    -78-

hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

                  SECTION 8.02.     Legal Defeasance and Discharge.
                                    ------------------------------

                  Upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.02, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be deemed to have been discharged from their respective
obligations with respect to all outstanding Notes and Note Guarantees, as
applicable, on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means
that the Company and the Guarantors shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes,
which shall thereafter be deemed to be "outstanding" only for the purposes
of Section 8.05 hereof and the other Sections of this Indenture referred to
in (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest and Liquidated
Damages on such Notes when such payments are due, (b) the Company's and the
Guarantors' obligations with respect to such Notes under Article 2 and
Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's and the Guarantors' obligations
in connection therewith and (d) this Article 8. Subject to compliance with
this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

                  SECTION 8.03.     Covenant Defeasance.
                                    -------------------

                  Upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be released from its obligations under the covenants contained
in Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
4.16, 4.17 and 5.01(d) hereof with respect to the outstanding Notes on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"Outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder (it being understood that
such Notes shall not be deemed outstanding for accounting purposes). For
this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of


<PAGE>
<PAGE>

                                    -79-

any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof
of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

                  SECTION 8.04.     Conditions to Legal or Covenant Defeasance.
                                    ------------------------------------------

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

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

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

                  (b)      in the case of an election under Section 8.02
         hereof, the Company shall have delivered to the Trustee an Opinion
         of Counsel in the United States reasonably acceptable to the
         Trustee confirming that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the date of this Indenture, there has been a change in the
         applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall confirm that,
         the Holders of the outstanding Notes will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         Legal Defeasance and will be subject to federal income tax on the
         same amounts, in the same manner and at the same times as would
         have been the case if such Legal Defeasance had not occurred;

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


<PAGE>
<PAGE>

                                    -80-


                  (d)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit (other than a Default
         or Event of Default resulting from the incurrence of Indebtedness
         all or a portion of the proceeds of which shall be used to defease
         the Notes pursuant to this Article 8 concurrently with such
         incurrence);

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

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

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

                  (h)      the Company shall have delivered to the Trustee
         an Officers' Certificate and an Opinion of Counsel, each stating
         that all conditions precedent provided for, in the case of the
         Officers' Certificate, clauses (a) through (g) and, in the case of
         the Opinion of Counsel, clauses (b), (c), (e), and (f) of this
         paragraph relating to the Legal Defeasance or the Covenant
         Defeasance, as applicable, have been complied with.

                  SECTION 8.05.     Deposited Money and Government Securities
                                    -----------------------------------------
                                    to Be Held in Trust; Other Miscellaneous
                                    ----------------------------------------
                                    Provisions.
                                    ----------

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect of principal,
premium, if any, Liquidated Damages and 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 cash or non-callable Govern-


<PAGE>
<PAGE>

                                    -81-

ment Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of the
outstanding Notes.

                  Anything in this Article 8 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time
to time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.04(a) hereof), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

                  SECTION 8.06.     Repayment to Company.
                                    --------------------

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

                  SECTION 8.07.     Reinstatement.
                                    -------------

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


<PAGE>
<PAGE>

                                    -82-


                                 ARTICLE 9

                      AMENDMENTS, SUPPLEMENT AND WAIVER

                  SECTION 9.01.     Without Consent of Holders of Notes.
                                    -----------------------------------

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

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

                  (b)      to provide for uncertificated Notes in addition
         to or in place of certificated Notes or to alter the provisions of
         Article 2 hereof (including the related definitions) in a manner
         that does not materially adversely affect any Holder;

                  (c)      to provide for the assumption of the Company's
         obligations to the Holders of the Notes in the case of a merger or
         consolidation or sale of all or substantially all of the Company's
         assets pursuant to Article 5 hereof;

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

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

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

                  SECTION 9.02.     With Consent of Holders of Notes.
                                    --------------------------------

                  Except as provided below in this Section 9.02, the
Company, the Guarantors and the Trustee may amend or supplement this
Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Note
Guarantees, and the Notes with the consent of the Holders of at least a


<PAGE>
<PAGE>

                                    -83-

majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if
any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of
this Indenture, the Note Guarantees or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes).

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

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

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

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

                  (b)      reduce the principal of or change the fixed maturity
         of any Note or alter or waive any of the provisions with respect to
         the redemption of the Notes, except as provided below with respect to
         Sections 3.09, 4.06 and 4.07 hereof;

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


<PAGE>
<PAGE>

                                    -84-


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

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

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

                  (g)      waive a redemption payment with respect to any
         Note (other than a payment required by the covenants contained in
         Sections 3.09, 4.06 or 4.07 hereof);

                  (h)      release any Guarantor from any of its obligations
         under its Note Guarantee or this Indenture, or amend the provisions
         of this Indenture relating to the release of Guarantors, except as
         set forth in this Indenture; or

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

                  In addition, any amendment to the provisions of Article 10
of this Indenture (which relate to subordination) shall require the consent
of the Holders of at least 66-2/3% in aggregate principal amount of the
Notes then outstanding if such amendment would adversely affect the rights
of Holders of Notes.

                  SECTION 9.03.     Compliance with Trust Indenture Act.
                                    -----------------------------------

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

                  SECTION 9.04.     Revocation and Effect of Consents.
                                    ---------------------------------

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


<PAGE>
<PAGE>

                                    -85-


                  SECTION 9.05.     Notation on or Exchange of Notes.
                                    --------------------------------

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall
authenticate new Notes (accompanied by a notation of the Note Guarantees
duly endorsed by the Guarantors) that reflect the amendment, supplement or
waiver.

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

                  SECTION 9.06.     Trustee to Sign Amendments, etc.
                                    -------------------------------

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

                                 ARTICLE 10

                                SUBORDINATION

                  SECTION 10.01.    Agreement to Subordinate.
                                    ------------------------

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

                  SECTION 10.02.    [Intentionally Omitted]
                                    -----------------------

                  SECTION 10.03.    Liquidation; Dissolution; Bankruptcy.
                                    ------------------------------------

                  Upon any distribution to creditors of the Company or any
Guarantor in a liquidation or dissolution of the Company or such Guarantor
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or such Guarantor or its property, in an
assignment for the benefit of creditors or any marshaling of the Company's


<PAGE>
<PAGE>

                                    -86-

or such Guarantor's assets and liabilities: (a) holders of Senior Debt shall
be entitled to receive payment in full of all Obligations due in respect of
such Senior Debt (including interest after the commencement of any such
proceeding at the rate specified in the applicable Senior Debt) before
Holders of the Notes shall be entitled to receive any payment or
distribution of any kind or character with respect to any Obligations on, or
relating to, the Notes (except that Holders may receive and retain (i)
Permitted Junior Securities and (ii) payments and other distributions made
from any defeasance trust created pursuant to Section 8.01 hereof so long as
the deposit of the amounts therein satisfied the relevant conditions
specified in this Indenture at the time of such deposit); and (b) until all
Obligations with respect to Senior Debt (as provided in subsection (i)
above) are paid in full, any distribution to which Holders would be entitled
but for this Article 10 shall be made to holders of Senior Debt (except that
Holders of Notes may receive and retain (i) Permitted Junior Securities and
(ii) payments and other distributions made from any defeasance trust created
pursuant to Section 8.01 hereof), as their interests may appear.

                  SECTION 10.04.    Default on Designated Senior Debt.
                                    ---------------------------------

                  The Company and the Guarantors may not make any payment or
distribution of any kind or character to the Trustee or any Holder in
respect of Obligations on, or with respect to, the Notes and may not acquire
from the Trustee or any Holder any Notes for cash or property or otherwise
(other than (i) Permitted Junior Securities and (ii) payments and other
distributions made from any defeasance trust created pursuant to Section
8.01 hereof) until all principal and other Obligations with respect to the
Senior Debt have been paid in full if: (a) a default in the payment of any
principal, premium, if any, or interest on Designated Senior Debt occurs and
is continuing beyond any applicable grace period in the agreement, indenture
or other document governing such Designated Senior Debt; or (b) any other
default on Designated Senior Debt occurs and is continuing that then
permits, or with the giving of notice or passage of time or both (unless
cured or waived) shall permit holders of the Designated Senior Debt as to
which such default relates to accelerate its maturity and the Trustee
receives a notice of the default (a "Payment Blockage Notice") from a Person
who may give it pursuant to Section 10.12 hereof. If the Trustee receives
any such Payment Blockage Notice, no subsequent Payment Blockage Notice
shall be effective for purposes of this Section unless and until at least
360 days shall have elapsed since the effectiveness of the immediately prior
Payment Blockage Notice. No nonpayment default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice unless such default shall have been cured or waived for a period of
not less than 90 days. The Company may and shall resume payments on and
distributions in respect of the Notes and may acquire them upon the earlier
of: (a) the date upon which the default is cured or waived, or (b) in the
case of a default referred to in Section 10.04(b) hereof, 179 days pass
after notice is received if the maturity of such Designated Senior Debt has
not been accelerated, if this Article 10 otherwise does not prohibit the
payment, distribution or acquisition at the time of such payment or
acquisition.


<PAGE>
<PAGE>

                                    -87-


                  SECTION 10.05.    Acceleration of Notes.
                                    ---------------------

                  If payment of the Notes is accelerated because of an Event
of Default, the Company shall promptly notify holders of Senior Debt of the
acceleration, provided that any failure to give such notice shall not affect
the subordination of the Notes to the Senior Debt as provided in this
Article 10.

                  SECTION 10.06.    When Distribution Must Be Paid Over.
                                    -----------------------------------

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Notes at a time when a
Responsible Officer of the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.04 hereof, such
payment shall be held by the Trustee or such Holder, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or
their Representative under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt.
With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Debt, and shall not be liable to any such
holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any
holders of Senior Debt shall be entitled by virtue of this Article 10,
except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

                  SECTION 10.07.    Notice by Company.
                                    -----------------

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

                  SECTION 10.08.    Subrogation.
                                    -----------

                  After all Senior Debt is paid in full and until the Notes
are paid in full, Holders of Notes shall be subrogated (equally and ratably
with all other Indebtedness pari passu with the Notes) to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to
the extent that distributions otherwise payable to the Holders of Notes have
been applied to the payment of Senior Debt. A distribution made under this
Article 10 to holders of


<PAGE>
<PAGE>

                                    -88-

Senior Debt that otherwise would have been made to Holders of Notes is not,
as between the Company and Holders, a payment by the Company on the Notes.

                  SECTION 10.09.    Relative Rights.
                                    ---------------

                  This Article 10 defines the relative rights of Holders of
Notes and holders of Senior Debt. Nothing in this Indenture shall: (a)
impair, as between the Company and Holders of Notes, the obligation of the
Company, which is absolute and unconditional, to pay principal of and
interest on the Notes in accordance with their terms; (b) affect the
relative rights of Holders of Notes and creditors of the Company other than
their rights in relation to holders of Senior Debt; or (c) prevent the
Trustee or any Holder of Notes from exercising its available remedies upon a
Default or Event of Default, subject to the rights of holders and owners of
Senior Debt to receive distributions and payments otherwise payable to
Holders of Notes. If the Company fails because of this Article 10 to pay
principal of or interest on a Note on the due date, the failure is still a
Default or Event of Default.

                  SECTION 10.10.    Subordination May Not Be Impaired by
                                    ------------------------------------
                                    Company.
                                    -------

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

                  SECTION 10.11.    Distribution or Notice to Representative.
                                    ----------------------------------------

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

                  SECTION 10.12.    Rights of Trustee and Paying Agent.
                                    ----------------------------------

                  Notwithstanding the provisions of this Article 10 or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of
any payment or distribution by the Trustee, and the Trustee and the Paying
Agent may continue to make payments on the Notes, unless a Responsible
Officer of the Trustee shall have received at its Corporate Trust Office at
least five Business Days


<PAGE>
<PAGE>

                                    -89-

prior to the date of such payment written notice of facts that would cause
the payment of any Obligations with respect to the Notes to violate this
Article 10. Only the Company or a Representative may give the notice.
Nothing in this Article 10 shall impair the claims of, or payments to, the
Trustee under or pursuant to Section 7.07 hereof. The Trustee in its
individual or any other capacity may hold Senior Debt with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights.

                  SECTION 10.13.    Authorization to Effect Subordination.
                                    -------------------------------------

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

                  SECTION 10.14.    Amendments.
                                    ----------

                  The provisions of this Article 10 shall not be amended or
modified without the written consent of the holders of all Senior Debt.

                                 ARTICLE 11

                                 GUARANTEES

                  SECTION 11.01.    Note Guarantees.
                                    ----------------

                  Subject to the provisions of this Article 11, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the
Company hereunder or thereunder, that: (a) the principal of, premium and
Liquidated Damages, if any, and interest on the Notes shall be promptly paid
in full when due, whether at the maturity or interest payment or mandatory
redemption date, by acceleration, redemption or otherwise, and interest on
the overdue principal of, premium and Liquidated Damages, if any, and
interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee under this Indenture and the Notes
shall be promptly paid in full or performed, all in accordance with the
terms of this Indenture and the Notes; and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations,
that same shall be


<PAGE>
<PAGE>

                                    -90-

promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. The Guarantors
hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions of this
Indenture and the Notes, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against
the Company, protest, notice and all demands whatsoever and covenant that
the Guarantees shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture. As more particularly
set forth in Section 4.14, the Notes shall be guaranteed in the future by
each new Restricted Subsidiary that is a Significant Subsidiary formed under
the laws of a state of the United States (including the District of
Columbia) and has its principal place of business within the United States.
The Notes also shall be guaranteed in the future as required by Section 4.15.

                  If any Holder or the Trustee is required by any court or
otherwise to return to the Company or Guarantors, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the
Company or Guarantors, any amount paid by either to the Trustee or such
Holder, these Guarantees, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor agrees that it shall not
be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.

                  Each Guarantor further agrees that, as between the
Guarantors, 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 hereof for the purposes of these
Guarantees, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such
obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of these Guarantees. The Guarantors shall have
the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under these
Guarantees.


<PAGE>
<PAGE>

                                    -91-


                  SECTION 11.02.    Limitation of Guarantor's Liability.
                                    ------------------------------------

                  Each Guarantor and, by its acceptance hereof, each Holder
hereof, hereby confirm that it is their intention that the Note Guarantee by
such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to the Note Guarantees. To effectuate the foregoing
intention, each such person hereby irrevocably agrees that the obligation of
such Guarantor under its Note Guarantee under this Article 11 shall be
limited to the maximum amount as shall, after giving effect to such maximum
amount and all other (contingent or otherwise) liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any rights to
contribution of such Guarantor pursuant to any agreement providing for an
equitable contribution among such Guarantor and other Affiliates of the
Company of payments made by guarantees by such parties, result in the
obligations of such Guarantor in respect of such maximum amount not
constituting a fraudulent conveyance. Each Holder, by accepting the benefits
hereof, confirms its intention that, in the event of bankruptcy,
reorganization or other similar proceeding of the Company or any Guarantor
in which concurrent claims are made upon such Guarantor hereunder, to the
extent such claims shall not be fully satisfied, each such claimant with a
valid claim against the Company shall be entitled to a ratable share of all
payments by such Guarantor in respect of such concurrent claims.

                  SECTION 11.03.    Execution and Delivery of Note Guarantees.
                                    -----------------------------------------

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

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

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

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


<PAGE>
<PAGE>

                                    -92-


                  SECTION 11.04.    Guarantors May Consolidate, etc., on
                                    ------------------------------------
                                    Certain Terms.
                                    -------------

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

                  (b) Except as set forth in Articles 4 and 5 hereof, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into a corporation or
corporations other than the Company (whether or not affiliated with the
Guarantor), or successive consolidations or mergers in which a Guarantor or
its successor or successors shall be a party or parties, or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety, to a corporation other than the Company
(whether or not affiliated with the Guarantor) authorized to acquire and
operate the same; provided, however, that such transaction meets all of the
following requirements: (i) either: (a) such Guarantor is the surviving
corporation; or (b) the Person formed by or surviving any such consolidation
or merger (if other than such Guarantor) or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia or the jurisdiction in which such
Guarantor is organized and under the laws of which it is existing; (ii) the
Person formed by or surviving any such consolidation or merger (if other
than such Guarantor), or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made, assumes all
the obligations of such Guarantor under the Note Guarantees and this
Indenture, as applicable, pursuant to a supplemental indenture reasonably
satisfactory in form to the Trustee; (iii) immediately after such
transaction no Default or Event of Default exists; and (iv) such Guarantor
or the Person formed by or surviving any such consolidation or merger (if
other than such Guarantor) will have Consolidated Net Worth immediately
after the transaction equal to or greater than the Consolidated Net Worth of
such Guarantor immediately preceding the transaction. In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the Note Guarantees
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor corporation shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor corporation thereupon may cause to be signed any
or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of this
Indenture as though all of such Guarantees had been issued at the date of
the execution hereof. Notwithstanding anything herein to the contrary, the
foregoing conditions shall not apply to a Guarantor which is a Subsidiary of
the Company in connection


<PAGE>
<PAGE>

                                    -93-

with a transaction as a result of which such Guarantor will be released from
its Note Guarantee as provided in Section 11.05 hereof.

                  SECTION 11.05.    Releases.
                                    --------

                  Concurrently with any sale of assets (including, if
applicable, all of the capital stock of any Guarantor), any Liens in favor
of the Trustee in the assets sold thereby shall be released; provided that
in the event of an Asset Sale, the Net Proceeds from such sale or other
disposition are treated in accordance with the provisions of Section 4.07
hereof. The Note Guarantee or the obligations under Section 11.04 hereof of
a Guarantor that is a subsidiary will be released (i) in connection with any
sale or other disposition of all or substantially all of the assets of such
Guarantor (including by way of merger or consolidation), if the Company
applies the Net Proceeds of that sale or other disposition in accordance
with Section 4.07 hereof, or (ii) in connection with the sale of all of the
capital stock of a Guarantor that is a subsidiary, if the Company applies
the Net Proceeds of that sale in accordance with Section 4.07 hereof. Upon
delivery by the Company to the Trustee of an Officers' Certificate to the
effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without
limitation Section 4.07 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from
its obligations under its Note Guarantees. Any Guarantor not released from
its obligations under its Note Guarantee shall remain liable for the full
amount of principal of and interest on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this
Article 11.

                  SECTION 11.06.    "Trustee" to Include Paying Agent.
                                    ---------------------------------

                  In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article 11 shall in such case
(unless the context shall otherwise require) be construed as extending to
and including such Paying Agent within its meaning as fully and for all
intents and purposes as if such Paying Agent were named in this Article 11
in place of the Trustee.

                  SECTION 11.07.    Subordination of Note Guarantees.
                                    --------------------------------

                  The obligations of each Guarantor under its Guarantee
pursuant to this Article 11 shall be junior and subordinated to the prior
payment in full of all Senior Debt of such Guarantor and the amounts for
which the Guarantors shall be liable under the guarantees issued from time
to time with respect to Senior Debt on the same basis as the Notes are
junior and subordinated to Senior Debt. For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 10 hereof.


<PAGE>
<PAGE>

                                    -94-


                                 ARTICLE 12

                         SATISFACTION AND DISCHARGE

                  SECTION 12.01.    Satisfaction and Discharge.
                                    --------------------------

                  This Indenture shall upon the request of the Company cease
to be of further effect (except as to surviving rights of registration of
transfer or exchange of Notes herein expressly provided for, the Company's
obligations under Section 7.07 hereof, and the Trustee's and the Paying
Agent's obligations under Section 12.02 hereof) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

                  (a)      either

                           (i)      (all outstanding Notes theretofore
                  authenticated and delivered (other than (A) Notes which
                  have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 2.07 and (B) Notes
                  for whose payment money has been deposited in trust with
                  the Trustee or any Paying Agent and thereafter paid to the
                  Company or discharged from such trust) have been delivered
                  to the Trustee for cancellation; or

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

                                    (A)      have become due and payable;

                                    (B)      shall become due and payable at
                           their Stated Maturity within one year; or

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

                           and the Company, in the case of clause (A), (B)
                  or (C) above, has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust for
                  such purpose money or Government Securities in an amount
                  sufficient (as certified by an independent public
                  accountant designated by the Company) to pay and discharge
                  the entire indebtedness of such Notes not theretofore
                  delivered to the Trustee for cancellation, for principal
                  (and premium, if any) and interest, if any, to the date of
                  such deposit (in the case of Notes which have be-


<PAGE>
<PAGE>

                                    -95-

                  come due and payable) or the Stated Maturity or redemption
                  date, as the case may be;

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

                  (c)      no Default or Event of Default with respect to
         the Notes shall have occurred and be continuing on the date of such
         deposit and after giving effect to such deposit; and

                  (d)      the Company has delivered to the Trustee 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.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the Company's obligations in Sections 2.03, 2.04, 2.06, 2.07,
2.11, 7.07, 7.08, and 13.02, 13.03 and 13.04, and the Trustee's and Paying
Agent's obligations in Section 12.02 shall survive until the Notes are no
longer outstanding. Thereafter, only the Company's obligations in Section
7.07 shall survive.

                  In order to have money available on a payment date to pay
principal (and premium, if any, on) or interest on the Notes, the Government
Securities shall be payable as to principal (and premium, if any) or
interest at least one Business Day before such payment date in such amounts
as shall provide the necessary money. Government Securities shall not be
callable at the issuer's option.

                  SECTION 12.02.    Application of Trust.
                                    --------------------

                  All money deposited with the Trustee pursuant to Section
12.01 shall be held in trust and, at the written direction of the Company,
be invested prior to maturity in U.S. Government Obligations, and applied by
the Trustee in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for the payment of which money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


<PAGE>
<PAGE>

                                    -96-

                                 ARTICLE 13

                                MISCELLANEOUS

                  SECTION 13.01.    Trust Indenture Act Controls.
                                    ----------------------------

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

                  SECTION 13.02.    Notices.
                                    -------

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

                  If to the Company or any Guarantor:

                           Mail-Well I Corporation
                           c/o Mail-Well, Inc.
                           8310 S. Valley Highway, #400
                           Englewood, Colorado 80112
                           Telecopier No.:  (303) 397-7400
                           Attention:  General Counsel

                  If to the Trustee:

                           U.S. Bank National Association
                           One Federal Street
                           3rd Floor
                           Boston, Massachusetts 02110
                           Telecopier No.: (617) 603-6683

                           Attention: Corporate Trust Division:
                                      Mail-Well I Corporation

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

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.


<PAGE>
<PAGE>

                                    -97-


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

                  If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not
the addressee receives it.

                  If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time.

                  SECTION 13.03.    Communication by Holders of Notes with
                                    --------------------------------------
                                    Other Holders of Notes.
                                    ----------------------

                  The Trustee is subject to TIA Section 312(b), and Holders
may communicate pursuant thereto 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 Guarantors shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 13.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if
         any, provided for in this Indenture relating to the proposed action
         have been satisfied; and

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

                  SECTION 13.05.    Statements Required in Certificate or
                                    -------------------------------------
                                    Opinion.
                                    -------

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


<PAGE>
<PAGE>

                                    -98-


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

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

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

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

                  SECTION 13.06.    Rules by Trustee and Agents.
                                    ---------------------------

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

                  SECTION 13.07.    No Personal Liability of Directors,
                                    -----------------------------------
                                    Officers, Employees and Stockholders.
                                    ------------------------------------

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall
have any liability for any obligations of the Company or the Guarantors
under the Notes, this Indenture or the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance
of the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.

                  SECTION 13.08.    Governing Law.
                                    -------------

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

                  SECTION 13.09.    No Adverse Interpretation of Other
                                    ----------------------------------
                                    Agreements.
                                    ----------

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


<PAGE>
<PAGE>

                                    -99-


                  SECTION 13.10.    Successors.
                                    ----------

                  All agreements of the Company and the Guarantors in this
Indenture, the Notes and the Note Guarantees shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                  SECTION 13.11.    Severability.
                                    ------------

                  In case any provision in this Indenture, the Notes or the
Note Guarantees 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 13.12.    Counterpart Originals.
                                    ---------------------

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

                  SECTION 13.13.    Table of Contents, Headings, etc.
                                    --------------------------------

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

                  SECTION 13.14.    Record Date for Voting by or Consent of
                                    ---------------------------------------
                                    Holders.
                                    -------

                  In any instance in which the Holders shall be entitled to
vote or consent to any matter, the record date for such vote or consent
shall be the date specified in TIA Section 3.16(c), unless otherwise
provided herein.

                       [Signatures on following page]



<PAGE>
<PAGE>

                                    -100-


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

                           MAIL-WELL I CORPORATION

                           By:
                              ------------------------------------
                              Name:
                              Title:

                           MAIL-WELL, INC.
                           1158673 ONTARIO, INC.
                           CLASSIC ENVELOPE PLUS, LTD.
                           CML INDUSTRIES LTD.
                           DISCOUNT LABELS, INC.
                           ENVELOPE INC.-ENVELOPPE TRANSIT INC.
                           INNOVA ENVELOPE INC.
                           MAIL-WELL ALBERTA FINANCE LP
                           MAIL-WELL CANADA LEASING COMPANY
                           MAIL-WELL COMMERCIAL PRINTING, INC.
                           MAIL-WELL GOVERNMENT PRINTING, INC.
                           MAIL-WELL MEXICO HOLDINGS, INC.
                           MAIL-WELL SERVICES LLC
                           MAIL-WELL TEXAS FINANCE LP
                           MAIL-WELL WEST, INC.
                           MCLAREN MORRIS & TODD COMPANY
                           MM&T PACKAGING COMPANY
                           NATIONAL GRAPHICS COMPANY
                           PNG INC.
                           POSER BUSINESS FORMS, INC.
                           PRECISION FINE PAPERS, INC.
                           REGIONAL ENVELOPPE PRODUCTS INC.-
                             PRODUCTS ENVELOPE
                           REGIONAL INC.
                           SUPREMEX, INC.
                           WISCO III, L.L.C


                           By:
                              ------------------------------------
                              Name:
                              Title:



<PAGE>
<PAGE>

                                    -101-





                           U.S. BANK NATIONAL
                           ASSOCIATION, as Trustee

                           By:
                              ------------------------------------
                              Name:
                              Title:



<PAGE>
<PAGE>


                                                                   SCHEDULE A

                           SCHEDULE OF GUARANTORS
                           ----------------------

Mail-Well, Inc.
1158673 Ontario, Inc.
Classic Envelope Plus, Ltd.
CML Industries LTD.
Discount Labels, Inc.
Envelope Inc.-Enveloppe Transit Inc.
Innova Envelope Inc.
Mail-Well Alberta Finance LP
Mail-Well Canada Leasing Company
Mail-Well Commercial Printing, Inc.
Mail-Well Government Printing, Inc.
Mail-Well Mexico Holdings, Inc.
Mail-Well Services LLC
Mail-Well Texas Finance LP
Mail-Well West, Inc.
McLaren Morris & Todd Company
MM&T Packaging Company
National Graphics Company
PNG Inc.
Poser Business Forms, Inc.
Precision Fine Papers, Inc.
Regional Enveloppe Products Inc.-Products Enveloppe
Regional Inc.
Supremex, Inc.
Wisco III, L.L.C



<PAGE>
<PAGE>

                                                                  EXHIBIT A-1

                               (Face of Note)

                                                                  CUSIP/CINS:

       7 7/8% [Series A] [Series B] Senior Subordinated Notes due 2013

No.                                                                 $


                           MAIL-WELL I CORPORATION
                           -----------------------

promises to pay to Cede & Co.

or registered assigns,

the principal sum of                DOLLARS AND NO CENTS

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

Dollars on December 1, 2013.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and November 15

                           Dated:

                           MAIL-WELL I CORPORATION

                           By:
                              -----------------------------------------------
                              Name:
                              Title: President

                           By:
                              -----------------------------------------------
                              Name:
                              Title: Senior Vice President and
                                     Chief Financial Officer



<PAGE>
<PAGE>

                                    -2-


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

U.S. BANK NATIONAL ASSOCIATION
 as Trustee

By:
   -------------------------------
   Authorized Signatory




<PAGE>
<PAGE>

                                    -3-


                               (Back of Note)

       7 7/8% [Series A] [Series B] Senior Subordinated Notes due 2013

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

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, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (i) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A
U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), (ii) AGREES THAT IT WILL
NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF
APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE
TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHO THE HOLDER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO



<PAGE>
<PAGE>

                                    -4-

THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, AND (iii) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. EACH
IAI THAT IS NOT A QIB WILL BE REQUIRED TO EFFECT ANY TRANSFER OF NOTES OR
INTERESTS THEREIN (OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT) THROUGH ONE OF THE INITIAL PURCHASERS. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

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

                  1.       Interest. Mail-Well I Corporation, a Delaware
                           --------
corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 7 7/8% per annum from the date hereof until maturity
and shall pay the Liquidated Damages payable pursuant to Section 6 of the
Registration Rights Agreement referred to below. The Company will pay
interest and Liquidated Damages semi-annually on June 1 and December 1 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is
no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be June 1, 2004. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand
at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages (without



<PAGE>
<PAGE>

                                    -5-

regard to any applicable grace periods) from time to time on demand
at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment. The Company will pay interest
                           -----------------
on the Notes (except defaulted interest) and Liquidated Damages to the
Persons who are registered Holders of Notes at the close of business on the
May 15 or November 15, next preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to
principal, premium and Liquidated Damages, if any, and interest at the
office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to
the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and
Liquidated Damages on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
                           --------------------------
National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of the Guarantors may act
in any such capacity.

                  4.       Indenture. The Company issued the Notes under an
                           ---------
Indenture dated as of February 4, 2004 ("Indenture") 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 7 7/8% Senior Subordinated Notes due
2013, which may be issued under the Indenture. The Company shall be entitled
to issue Additional Notes pursuant to the Indenture. The Notes, any
Additional Notes and any Exchange Notes issued in accordance with the
Indenture are treated as a single class of securities under the Indenture
unless otherwise specified. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.
The Notes are senior unsecured obligations of the Company.

                  5.       Optional Redemption.
                           -------------------

                  (a)      Except as set forth in subparagraph (b) of this
Paragraph 5, the Company shall not have the option to redeem the Notes prior
to December 1, 2008. Thereafter, the



<PAGE>
<PAGE>

                                    -6-

Company shall have the option to redeem the Notes, in whole or in part upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued
and unpaid interest and Liquidated Damages thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below:

                  YEAR                                        PERCENTAGE
                  ----                                        ----------
                  2008................................        103.938%
                  2009................................        102.625%
                  2010................................        101.313%
                  2011 and thereafter.................        100.000%

                  (b)      Notwithstanding the provisions of subparagraph (a)
of this Paragraph 5, at any time prior to December 1, 2006, the Company may
at its option redeem, on one or more occasions, up to an aggregate of 35% of
the aggregate principal amount of Notes (including Additional Notes, if any)
issued at a redemption price equal to 107.875% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that at least 65% of such aggregate principal
amount of Notes (including Additional Notes, if any) originally issued
remain outstanding immediately after the occurrence of such redemption,
excluding Notes held directly or indirectly by the Parent Company, the
Company and their Affiliates; and each such redemption shall occur within 90
days of the date of the closing of such Equity Offering.

                  6.       Mandatory Redemption.
                           --------------------

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

                  7.       Repurchase At Option of Holder.
                           ------------------------------

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



<PAGE>
<PAGE>

                                    -7-

                  (b)      If the Company or any of its Restricted Subsidiaries
consummate an Asset Sale, the Company shall, if required by Section 4.07 of
the Indenture, promptly commence an offer to all Holders of Notes (an "Asset
Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes that may be purchased out of the Net
Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date of purchase in accordance with the
procedures set forth in the Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds,
the Trustee shall select the Notes to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive
an Asset Sale Offer from the Company prior to any related purchase date and
may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

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

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

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

                  11.      Amendment, Supplement and Waiver. Subject to certain
                           --------------------------------
exceptions, the Indenture or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes, and any existing default or compliance with any
provision of the Indenture, the Guarantees, or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes. Without the consent of any Holder of a Note, the
Indenture, the Guarantees, or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide



<PAGE>
<PAGE>

                                    -8-

for the assumption of the Company's or a Guarantor's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that
would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of
any such Holder, or to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust
Indenture Act.

                  12.      Defaults and Remedies. Events of Default include:
                           ---------------------
(i) default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the Notes; (ii) default in payment when due
of the principal of or premium, if any, on the Notes; (iii) failure by the
Company or any of its Restricted Subsidiaries to comply with Sections 3.09,
4.06, 4.07, 4.08 and 4.09 of the Indenture; (iv) failure by the Company or
any of its Restricted Subsidiaries for 60 days after notice to the Company
by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding to comply with certain other agreements in the
Indenture or the Notes; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default (a) is caused by a failure to pay principal of or premium, if any,
or interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment
Default") or (b) results in the acceleration of such Indebtedness prior to
its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $25.0 million or more; (vi) the
failure by the Company or any of its Restricted Subsidiaries to pay final
judgments by courts of competent jurisdiction aggregating in excess of $25.0
million, which judgments are not paid, discharged or stayed for a period of
60 days; (vii) except as permitted by the Indenture, any Note Guarantee of a
Guarantor shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Note Guarantee; and (viii) certain
events of bankruptcy or insolvency with respect to the Company or any
Restricted Subsidiary that is a Significant Subsidiary, or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, any Guarantor
constituting a Significant Subsidiary or any group of Guarantors that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes
will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any
trust or



<PAGE>
<PAGE>

                                    -9-

power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. If an Event of Default occurs
by reason of willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding payment of the premium
that the Company would have had to pay if the Company then had elected to
redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon
acceleration of the Notes, an equivalent premium shall also become and be
immediately due and payable, to the extent permitted by law, anything in the
Indenture or herein to the contrary notwithstanding. If an Event of Default
occurs prior to December 1, 2008 by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on December 1, of the years set forth below, as set forth
below (expressed as percentages of principal amount):

                  YEAR                                  PERCENTAGE
                  ----                                  ----------
                  2003................................   110.503%
                  2004................................   109.190%
                  2005................................   107.877%
                  2006................................   106.564%
                  2007................................   105.251%

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

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

                  14.      No Recourse Against Others. A director, officer,
                           --------------------------
employee, incorporator or stockholder of the Company or the Guarantors, as
such, shall not have any liability for any obligations of the Company or the
Guarantors under the Notes, the Indenture or the Guarantees, or for any
claim based on, in respect of, or by reason of, such obligations or their
crea-



<PAGE>
<PAGE>

                                    -10-

tion. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Notes.

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

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

                  17.      Additional Rights of Holders of Restricted Global
                           -------------------------------------------------
Notes and Restricted Definitive Notes. In addition to the rights provided to
-------------------------------------
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of February 4, 2004, among the
Company, the Guarantors and the parties named on the signature pages thereof
(the "Registration Rights Agreement").

                  18.      CUSIP Numbers. Pursuant to a recommendation
                           -------------
promulgated by the Committee on Uniform Security Identification Procedures,
the Company has caused CUSIP numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

                  The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:

                           Mail-Well I Corporation
                           c/o Mail-Well, Inc.
                           8310 S. Valley Highway, #400
                           Englewood, Colorado  80012
                           Attention:  Secretary




<PAGE>
<PAGE>

                                    -11-


                               ASSIGNMENT FORM

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

-----------------------------------------------------------------------------
                (Insert assignee's soc. sec. or tax I.D. No.)


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

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

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

and irrevocably appoint
                       ------------------------------------------------------

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

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

Date:
     ---------------------

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

                           Signature Guarantee:
                                               ------------------------------


<PAGE>
<PAGE>

                                    -12-


                     OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 3.09 or 4.06 of the Indenture, check the box
below:

                          Section 3.09 Section 4.06

                  If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 3.09 or Section 4.06 of the
Indenture, state the amount you elect to have purchased:

$
 ---------------

Date:
     ------------------

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

                          Tax Identification No.:
                                                 -----------------------------
                          Signature Guarantee:
                                              --------------------------------


<PAGE>
<PAGE>

                                    -13-


            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

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




<PAGE>
<PAGE>

                                                                   EXHIBIT A-2

                (Face of Regulation S Temporary Global Note)

                                                                   CUSIP/CINS:

       7 7/8% [Series A] [Series B] Senior Subordinated Notes due 2013

No.                                                                $


                           MAIL-WELL I CORPORATION
                           -----------------------

promises to pay to Cede & Co.

or registered assigns,

the principal sum of                              DOLLARS AND NO CENTS


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

Dollars on December 1, 2013.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and November 15

                           Dated:

                           MAIL-WELL I CORPORATION

                           By:
                               -------------------------------------------
                               Name:
                               Title: President

                           By:
                               -------------------------------------------
                               Name:
                               Title: Senior Vice President and
                                      Chief Financial Officer



<PAGE>
<PAGE>

                                    -2-


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

U.S. BANK NATIONAL ASSOCIATION
as Trustee

By:
   --------------------------------
   Authorized Signatory




<PAGE>
<PAGE>

                                    -3-

                    (Back of Regulation S Temporary Note)

       7 7/8% [Series A] [Series B] Senior Subordinated Notes due 2013

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

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

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, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (i) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A
U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), (ii) AGREES THAT IT WILL
NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO
ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF
APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE
TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY


<PAGE>
<PAGE>

                                    -4-

THEREOF, (B) TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF
THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (iii) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE
TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. EACH IAI THAT IS NOT A QIB WILL BE
REQUIRED TO EFFECT ANY TRANSFER OF NOTES OR INTERESTS THEREIN (OTHER THAN
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT) THROUGH ONE OF THE INITIAL
PURCHASERS. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.

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

                  1.       Interest. Mail-Well I Corporation, a Delaware
                           --------
corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 7 7/8% per annum from the date hereof until maturity
and shall pay the Liquidated Damages payable pursuant to Section 6 of the
Registration Rights Agreement referred to below. The Company will pay
interest and Liquidated Damages semi-annually on June 1 and December 1 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is
no existing Default in the payment of interest, and if this Note is
authenticated between a record


<PAGE>
<PAGE>

                                    -5-

date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be June 1,
2004. The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium,
if any, from time to time on demand at a rate that is 1% per annum in excess
of the rate then in effect; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest and Liquidated Damages (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  2.       Method of Payment. The Company will pay interest
                           -----------------
on the Notes (except defaulted interest) and Liquidated Damages to the
Persons who are registered Holders of Notes at the close of business on the
May 15 or November 15, next preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to
principal, premium and Liquidated Damages, if any, and interest at the
office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to
the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and
Liquidated Damages on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
                           --------------------------
National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of the Guarantors may act
in any such capacity.

                  4.       Indenture. The Company issued the Notes under an
                           ---------
Indenture dated as of February 4, 2004 ("Indenture") 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 7 7/8% Senior Subordinated Notes due
2013, which may be issued under the Indenture. The Company shall be entitled
to issue Additional Notes pursuant to the Indenture. The Notes, any
Additional Notes and any Exchange Notes issued in accordance with the
Indenture are treated as a single class of securities under the Indenture
unless otherwise specified. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a state-



<PAGE>
<PAGE>

                                    -6-

ment of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling. The Notes are senior unsecured obligations
of the Company.

                  5.       Optional Redemption.
                           -------------------

                  (a)      Except as set forth in subparagraph (b) of this
Paragraph 5, the Company shall not have the option to redeem the Notes
prior to December 1, 2008. Thereafter, the Company shall have the option to
redeem the Notes, in whole or in part upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated
Damages thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on December 1 of the years indicated below:

                  YEAR                                 PERCENTAGE
                  ----                                 ----------
                  2008................................  103.938%
                  2009................................  102.625%
                  2010................................  101.313%
                  2011 and thereafter.................  100.000%

                  (b)      Notwithstanding the provisions of subparagraph (a) of
this Paragraph 5, at any time prior to December 1, 2006, the Company may at
its option redeem, on one or more occasions, up to an aggregate of 35% of
the aggregate principal amount of Notes (including Additional Notes, if any)
issued at a redemption price equal to 107.875% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that at least 65% of such aggregate principal
amount of Notes (including Additional Notes, if any) originally issued
remain outstanding immediately after the occurrence of such redemption,
excluding Notes held directly or indirectly by the Parent Company, the
Company and their Affiliates; and each such redemption shall occur within 90
days of the date of the closing of such Equity Offering.

                  6.       Mandatory Redemption.
                           --------------------

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

                  7.       Repurchase At Option of Holder.
                           ------------------------------

                  (a)      If there is a Change of Control, each Holder of
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple



<PAGE>
<PAGE>

                                    -7-

thereof) of each Holder's Notes (the "Change of Control Offer") at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
date of purchase (the "Change of Control Payment"). Within 30 days following
any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as
required by the Indenture.

                  (b)      If the Company or any of its Restricted Subsidiaries
consummate an Asset Sale, the Company shall, if required by Section 4.07 of
the Indenture, promptly commence an offer to all Holders of Notes (an "Asset
Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes that may be purchased out of the Net
Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date of purchase in accordance with the
procedures set forth in the Indenture. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds,
the Trustee shall select the Notes to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive
an Asset Sale Offer from the Company prior to any related purchase date and
may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

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

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

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

                  11.      Amendment, Supplement and Waiver. Subject to certain
                           --------------------------------
exceptions, the Indenture or the Notes may be amended or supplemented with
the consent of the Holders


<PAGE>
<PAGE>

                                    -8-

of at least a majority in principal amount of the then outstanding Notes,
and any existing default or compliance with any provision of the Indenture,
the Guarantees, or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes. Without the
consent of any Holder of a Note, the Indenture, the Guarantees, or the Notes
may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in
place of certificated Notes, to provide for the assumption of the Company's
or a Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights
or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with
the requirements of the SEC in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

                  12.      Defaults and Remedies. Events of Default include:
                           ---------------------
(i) default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the Notes; (ii) default in payment when due
of the principal of or premium, if any, on the Notes; (iii) failure by the
Company or any of its Restricted Subsidiaries to comply with Sections 3.09,
4.06, 4.07, 4.08 and 4.09 of the Indenture; (iv) failure by the Company or
any of its Restricted Subsidiaries for 60 days after notice to the Company
by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding to comply with certain other agreements in the
Indenture or the Notes; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default (a) is caused by a failure to pay principal of or premium, if any,
or interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment
Default") or (b) results in the acceleration of such Indebtedness prior to
its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $25.0 million or more; (vi) the
failure by the Company or any of its Restricted Subsidiaries to pay final
judgments by courts of competent jurisdiction aggregating in excess of $25.0
million, which judgments are not paid, discharged or stayed for a period of
60 days; (vii) except as permitted by the Indenture, any Note Guarantee of a
Guarantor shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Note Guarantee; and (viii) certain
events of bankruptcy or insolvency with respect to the Company or any
Restricted Subsidiary that is a Significant Subsidiary, or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising


<PAGE>
<PAGE>

                                    -9-

from certain events of bankruptcy or insolvency, with respect to the
Company, any Guarantor constituting a Significant Subsidiary or any group of
Guarantors that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal
or interest) if it determines that withholding notice is in their interest.
If an Event of Default occurs by reason of willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if
the Company then had elected to redeem the Notes pursuant to Section 3.07 of
the Indenture, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent
permitted by law, anything in the Indenture or herein to the contrary
notwithstanding. If an Event of Default occurs prior to December 1, 2008 by
reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on December 1, of the
years set forth below, as set forth below (expressed as percentages of
principal amount):

                  YEAR                                   PERCENTAGE
                  ----                                   ----------
                  2003................................    110.503%
                  2004................................    109.190%
                  2005................................    107.877%
                  2006................................    106.564%
                  2007................................    105.251%

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

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


<PAGE>
<PAGE>

                                    -10-

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

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

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

                  17.      Additional Rights of Holders of Restricted Global
                           -------------------------------------------------
Notes and Restricted Definitive Notes. In addition to the rights provided to
-------------------------------------
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of February 4, 2004, among the
Company, the Guarantors and the parties named on the signature pages thereof
(the "Registration Rights Agreement").

                  18.      CUSIP Numbers. Pursuant to a recommendation
                           -------------
promulgated by the Committee on Uniform Security Identification Procedures,
the Company has caused CUSIP numbers to be printed on the Notes and the
Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

                  The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:

                           Mail-Well I Corporation
                           c/o Mail-Well, Inc.
                           8310 S. Valley Highway, #400
                           Englewood, Colorado  80012
                           Attention:  Secretary



<PAGE>
<PAGE>

                                    -11-

                               ASSIGNMENT FORM

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


------------------------------------------------------------------------------
                (Insert assignee's soc. sec. or tax I.D. No.)


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

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

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

and irrevocably appoint
                       -------------------------------------------------------

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

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

Date:
     ---------------------

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

                           Signature Guarantee:
                                               --------------------------------


<PAGE>
<PAGE>

                                    -12-


                     OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 3.09 or 4.06 of the Indenture, check the box
below:

                       Section 3.09     Section 4.06

                  If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 3.09 or Section 4.06 of the
Indenture, state the amount you elect to have purchased:

$
 ---------------

Date:
     ---------------------

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

                           Tax Identification No.:
                                                  -----------------------------

                           Signature Guarantee:
                                               --------------------------------


<PAGE>
<PAGE>

                                    -13-


            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

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

</TABLE>



<PAGE>
<PAGE>

                                                                   EXHIBIT B


                       FORM OF CERTIFICATE OF TRANSFER

Mail-Well I Corporation
c/o Mail-Well, Inc.
8310 S. Valley Highway, #400
Englewood, Colorado  80012

U.S. Bank National Association
[                  ]
[                  ]

                  Re: 7 7/8% Senior Subordinated Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
February 4, 2004 (the "Indenture"), between Mail-Well I Corporation, as
                       ---------
issuer (the "Company"), and U.S. Bank National Association, as trustee.
             -------
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

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

[CHECK ALL THAT APPLY]

         1.       / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Notes is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or
more accounts with respect to which such Person exercises sole investment
discretion, and such person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         2.       / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
                      ------------------------------------------------------
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
-------------------------------------------------------------------------
REGULATION S. The Transfer is
------------

                                    B-1

<PAGE>
<PAGE>

being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and
(x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities
of a designated offshore securities market and neither such Transferor nor
any Person acting on its behalf knows that the transaction was prearranged
with a buyer in the United States, (ii) no directed selling efforts have
been made in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act, and (iv) if the proposed transfer is being made prior to the expiration
of the Restricted Period, the transfer is not being made to a U.S. Person or
for the account or benefit of a U.S. Person. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed
on the Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         3.       / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE RSTD GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.
The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act
and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check
one);

                  (a)      / /  such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;

                                     or

                  (b)      / / such Transfer is being effected to the Company
or a subsidiary thereof;

                                     or

                  (c)      / / such Transfer is being affected pursuant to an
effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;

                                     or

                  (d)      / / such Transfer is being effected to an Accredited
Investor and pursuant to an exemption from the registration requirements of
the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
Transfer or hereby further certifies that it has not en-


                                    B-2

<PAGE>
<PAGE>

gaged in any general solicitation within the meaning of Regulation D under
the Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee
in the form of Exhibit D to the Indenture and (2) if such Transfer is in
respect of a principal amount of Notes at the time of transfer of less than
$250,000, an Opinion of Counsel provided by the Transferor or the Transferee
(a copy of which the Transferor has attached to this certification), to the
effect that such Transfer is in compliance with the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the RSTD Global Note and/or the Definitive Notes and in
the Indenture and the Securities Act.

         4.       / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE.

                  (a)      / / CHECK IF TRANSFER IS PURSUANT TO RULE 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of
any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture.

                  (b)      / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

                  (c)      / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other
than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any State of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain


                                    B-3

<PAGE>
<PAGE>

compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes or Restricted Definitive Notes and in the
Indenture.

                                    B-4

<PAGE>
<PAGE>

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

                                                  ---------------------------
                                                  [Insert Name of Transferor]

                                                  By:
                                                     ------------------------
                                                     Name:
                                                     Title:

Dated:             ,
      -------------  --------


                                    B-5

<PAGE>
<PAGE>

                     ANNEX A TO CERTIFICATE OF TRANSFER

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

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

         (a)      / / a beneficial interest in the:

                  (i)      / / 144A Global Note (CUSIP ____), or

                  (ii)     / / Regulation S Global Note (CUSIP ____), or

                  (iii)    / / RSTD Global Note (CUSIP ____); or

         (b)      / / a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                 [CHECK ONE]

         (a)      / / a beneficial interest in the:

                  (i)      / / 144A Global Note (CUSIP ____), or

                  (ii)     / / Regulation S Global Note (CUSIP ____), or

                  (iii)    / / RSTD Global Note (CUSIP ____), or

                  (iv)     / / Unrestricted Global Note (CUSIP ____); or

         (b)      / / a Restricted Definitive Note; or

         (c)      / / an Unrestricted Definitive Note.

         in accordance with the terms of the Indenture.



                                    B-6

<PAGE>
<PAGE>

                                                                     EXHIBIT C


                       FORM OF CERTIFICATE OF EXCHANGE

                               (CUSIP ______)

Mail-Well I Corporation
c/o Mail-Well, Inc.
8310 S. Valley Highway, #400
Englewood, Colorado  80012

U.S. Bank National Association
[                 ]
[                 ]

                  Re:  7 7/8% Senior Subordinated Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
February 4, 2004 (the "Indenture"), between Mail-Well I Corporation, as
                       ---------
issuer (the "Company"), and U.S. Bank National Association, as trustee.
             -------
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

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

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

                  (a)      / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST
                               ---------------------------------------------
IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
----------------------------------------------------------------------------
NOTE. In connection with the Exchange of the Owner's beneficial interest in
----
a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the
"Securities Act"), (iii) the restrictions on transfer contained in the
 --------------
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

                  (b)      / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST
                               ---------------------------------------------
IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with
-----------------------------------------------------------
the Exchange of the


                                    C-1


<PAGE>
<PAGE>

Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

                  (c)      / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
                               -----------------------------------------------
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
----------------------------------------------------------
with the Owner's Exchange of a Restricted Definitive Note for a beneficial
interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv)
the beneficial interest is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (d)      / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
                               -----------------------------------------------
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's
------------------------------------
Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

                  (a)      / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
                               ------------------------------------------------
A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
------------------------------------------------------
Exchange of the Owner's beneficial interest in a Restricted Global Note for
a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the
Restricted Definitive Note and in the Indenture and the Securities Act.


                                    C-2

<PAGE>
<PAGE>

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

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


                                    --------------------------------------
                                    [Insert Name of Owner]


                                    By:
                                       -----------------------------------
                                       Name:
                                       Title:

Dated:           ,
       ----------  ----


                                    C-3


<PAGE>
<PAGE>

                                                                   EXHIBIT D


                                  GUARANTEE

                  Each of the corporations listed on Schedule I hereto
(hereinafter referred to as the "Guarantors", which term includes any
successor or additional Guarantor under the Indenture (the "Indenture")
referred to in the Note upon which this notation is endorsed) (i) has
unconditionally guaranteed (a) the due and punctual payment of the principal
of and interest on the Notes, whether at maturity or interest payment date,
by acceleration, call for redemption or otherwise, (b) the due and punctual
payment of interest on the overdue principal of and (if lawful) interest on
the Notes, (c) 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 the Indenture, and (d) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise and (ii) has agreed to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in accordance with the terms of the Indenture in enforcing any
rights under this Guarantee.

                  No stockholder, officer, director, employee or
incorporator, as such, past, present or future, of the Guarantors shall have
any personal liability under this Guarantee by reason of his or its status
as such stockholder, officer, director, employee or incorporator.

                  This Guarantee shall be binding upon each Guarantor and
its successors and assigns and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions hereof.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

                  The obligations of the Guarantors to the Holders of the
Notes and to the Trustee pursuant to the Guarantees are expressly
subordinated to the extent set forth in Article 10 of the Indenture and
reference is hereby made to such Indenture for the precise terms of such
subordination.

                                   EACH ENTITY LISTED ON SCHEDULE I HERETO

                                   By:
                                      -------------------------------------
                                      Name:
                                      Title: Senior Vice President and
                                             Chief Financial Officer


                                    D-1

<PAGE>
<PAGE>


                                 SCHEDULE I

Mail-Well, Inc.
1158673 Ontario, Inc.
Classic Envelope Plus, Ltd.
CML Industries LTD.
Discount Labels, Inc.
Envelope Inc.-Enveloppe Transit Inc.
Innova Envelope Inc.
Mail-Well Alberta Finance LP
Mail-Well Canada Leasing Company
Mail-Well Commercial Printing, Inc.
Mail-Well Government Printing, Inc.
Mail-Well Label USA, Inc.
Mail-Well Mexico Holdings, Inc.
Mail-Well Services LLC
Mail-Well Texas Finance LP
Mail-Well West, Inc.
McLaren Morris & Todd Company
MM&T Packaging Company
National Graphics Company
Poser Business Forms, Inc.
PNG Inc.
Precision Fine Papers, Inc.
Regional Enveloppe Products Inc.-Products Enveloppe
Regional Inc.
Supremex, Inc.
Wisco III, L.L.C



                                    D-2

<PAGE>
<PAGE>

                                                                    EXHIBIT E


                          FORM OF CERTIFICATE FROM

                 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Mail-Well I Corporation
c/o Mail-Well, Inc.
8310 S. Valley Highway, #400
Englewood, Colorado  80012

U.S. Bank National Association
[             ]
[             ]

                  Re:  7 7/8% Senior Subordinated Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
February 4, 2004 (the "Indenture"), between Mail-Well I Corporation, as
                       ---------
issuer (the "Company"), and U.S. Bank National Association, as trustee.
             -------
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

                  In connection with our proposed purchase of $
                                                               ------------
                  aggregate principal amount of:

                  (a)      / / a beneficial interest in a Global Note, or

                  (b)      / / a Definitive Note.

                  We confirm that;

                           1.       We understand that any subsequent transfer
of the Notes or any interest therein is subject to certain restrictions and
conditions set forth in the Indenture and the undersigned agrees to be bound
by, and not to resell, pledge or otherwise transfer the Notes or any
interest therein except in compliance with, such restrictions and conditions
and the United States Securities Act of 1933, as amended (the "Securities Act").
                                                               --------------
                           2.       We understand that the offer and sale of
the Notes have not been registered under the Securities Act, and that the
Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated, that
if we should sell the Notes or any interest therein, we will do so only (A)
to the Company or any subsidiary thereof, (B) in accordance with Rule 144A
under the Securities Act to a "qualified institutional buyer" (as defined
therein), (c) an "accredited investor" (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in
the form of this letter and an Opinion of Counsel


                                    E-1

<PAGE>
<PAGE>

in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United
States in accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities
Act, and we further agree to provide to any person purchasing the Definitive
Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a
notice advising such purchaser that resales thereof are restricted as stated
herein.

                           3.       We understand that, on any proposed resale
of the Notes or beneficial interest therein, we will be required to furnish
to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that
the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the
foregoing effect. We further understand that any subsequent transfer by us
of the Notes or beneficial interest therein acquired by us must be effected
through one of the Placement Agents.

                           4.       We are an "accredited investor" (as defined
in Rule 501(a)(1), (2), (3), (5), (6), (7) or (8) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or its investment.

                           5.       We are acquiring the Notes or beneficial
interest therein purchased by us for our own account or for one or more
accounts (each of which is an "accredited investor") as to each of which we
exercise sole investment discretion.

                  You and the Company are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


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

                                     By:
                                        ------------------------------------

                                     Name:
                                          ----------------------------------

                                     Title:
                                           ---------------------------------

Dated:          ,
      ----------  -----

                                    E-2

<PAGE>
<PAGE>


                                                                     EXHIBIT F


                          FORM OF INTERCOMPANY NOTE

$                                                8310 S. Valley Highway, #400
 ----------                                      Englewood, Colorado  80112


                               PROMISSORY NOTE

                  FOR VALUE RECEIVED, [name of subsidiary of Mail-Well I
Corporation], a         corporation (hereinafter "Maker") promises to pay on
                -------
demand to MAIL-WELL I CORPORATION ("Lender"), or order, at the address set
forth above, or such other place as may be designated from time to time by
the holder hereof, the principal sum of                   ($          ),
                                        -----------------   ----------
with interest from the date of the making of the loan evidenced hereby, on
the terms and conditions set forth herein. The rate of interest on the
unpaid principal balance of this Note shall be seven and seven-eighths
percent (7 7/8%) per annum. Maker shall make monthly payments of interest on
the outstanding principal balance hereof at the aforementioned rate on or
before the fifteenth (15th) day of each month during which the principal
amount remains outstanding, commencing on the fifteenth day of the first
month following the date of this Promissory Note, and until this Note shall
have been paid in full. Maker reserves the right to prepay this Note at any
time, wholly or partially, without penalty.

                  This Promissory Note and the indebtedness evidenced hereby
is unsecured. The payment of the principal amount of, interest on or any
other amounts due under this Promissory Note shall not be subordinated in
right of payment to any other existing or future indebtedness of the Maker.

                  In the event any payments required by this Note are not
paid when due, or in the event Maker violates any of the terms and
conditions of this Note, then the whole sum of both principal and interest
shall become due and payable at once without further notice at the option of
the holder hereof.

                  Maker hereby waives presentation of payment, notice of
dishonor, protest and notice of protest. Holder's failure to exercise any
right or option hereunder on certain occasions shall not constitute a waiver
of the right to exercise such right or option on any other occasion.

                  Maker hereby executes and delivers this Promissory Note
as of the    day of       ,              .
          ---       ------  -------------


                                          ---------------------------------
                                          Maker

                                          By:
                                             ------------------------------

                                          Name:
                                               ----------------------------

                                          Title:
                                                ---------------------------


                                    F-1