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                                   GCI, Inc.,

                                    as Issuer

                           7.25% Senior Notes due 2014



                                    INDENTURE

                          Dated as of February 17, 2004



                              THE BANK OF NEW YORK,
                                   as Trustee


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<PAGE>
<TABLE>
                                      CROSS-REFERENCE TABLE*
<CAPTION>
  Trust Indenture Act                                                                               Section
  -------------------                                                                               -------
  <S>                                                                                               <C>
    310(a)(1)...................................................................................    7.10
       (a)(2)...................................................................................    7.10
       (a)(3)...................................................................................    N.A.
       (a)(4)...................................................................................    N.A.
       (a)(5)...................................................................................    7.10
       (b)......................................................................................    7.3, 7.8, 7.10
       (c)......................................................................................    N.A.
    311(a)......................................................................................    7.11
       (b)......................................................................................    7.11
       (c)......................................................................................    N.A.
    312(a)......................................................................................    2.5
       (b)......................................................................................    12.3
       (c)......................................................................................    12.3
    313(a)......................................................................................    7.6
       (b)(1)...................................................................................    N.A.
       (b)(2)...................................................................................    7.6
       (c)......................................................................................    7.6, 12.2
       (d)......................................................................................    7.6
    314(a)......................................................................................    4.9, 4.10
       (b)......................................................................................    N.A.
       (c)(1)...................................................................................    12.4
       (c)(2)...................................................................................    12.4
       (c)(3)...................................................................................    12.4
       (d)......................................................................................    N.A.
       (e)......................................................................................    12.5
       (f)......................................................................................    N.A.
    315(a)......................................................................................    7.2
       (b)......................................................................................    7.5, 12.2
       (c)......................................................................................    7.1
       (d)......................................................................................    7.1
       (e)......................................................................................    6.11
    316(a)(last sentence).......................................................................    2.9
       (a)(1)(A)................................................................................    6.5
       (a)(1)(B)................................................................................    6.4
       (a)(2)...................................................................................    N.A.
       (b)......................................................................................    6.7
       (c)......................................................................................    N.A.
    317(a)(1)...................................................................................    6.8
       (a)(2)...................................................................................    6.9
       (b)......................................................................................    2.4
    318(a)......................................................................................    12.1
       (b)......................................................................................    N.A.
       (c)......................................................................................    12.1
N.A. means not applicable.
</TABLE>

------------------------
* This Cross-Reference Table shall not, for any purpose, be deemed a part of
  this Indenture.
<PAGE>
<TABLE>
                                                TABLE OF CONTENTS

<CAPTION>
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                                                    ARTICLE I

                                     DEFINITIONS AND INCORPORATION BY REFERENCE
<S>               <C>                                                                                        <C>
Section 1.1.      Definitions.................................................................................1
Section 1.2.      Other Definitions..........................................................................19
Section 1.3.      Incorporation by Reference of Trust Indenture Act..........................................19
Section 1.4.      Rules of Construction......................................................................20
Section 1.5.      Acts of Holders............................................................................20

                                                    ARTICLE II

                                                    THE NOTES

Section 2.1.      Form and Dating............................................................................21
Section 2.2.      Execution and Authentication...............................................................22
Section 2.3.      Registrar and Paying Agent.................................................................23
Section 2.4.      [Reserved].................................................................................24
Section 2.5.      Holder Lists...............................................................................24
Section 2.6.      Transfer and Exchange......................................................................24
Section 2.7.      Replacement Notes..........................................................................34
Section 2.8.      Outstanding Notes..........................................................................34
Section 2.9.      Treasury Notes.............................................................................34
Section 2.10.     Temporary Notes............................................................................35
Section 2.11.     Cancellation...............................................................................35
Section 2.12.     Defaulted Interest.........................................................................35
Section 2.13.     Persons Deemed Owners......................................................................36
Section 2.14.     CUSIP Numbers..............................................................................36

                                                   ARTICLE III

                                           REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee.........................................................................36
Section 3.2.      Selection of Notes.........................................................................37
Section 3.3.      Notice of Optional or Special Redemption...................................................38
Section 3.4.      Effect of Notice of Redemption.............................................................39
Section 3.5.      Deposit of Redemption Price or Purchase Price..............................................39
Section 3.6.      Notes Redeemed or Repurchased in Part......................................................40
Section 3.7.      Optional Redemption........................................................................40
Section 3.8.      Optional Redemption Upon Public Equity Offerings...........................................40
</TABLE>
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<TABLE>
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Section 3.9.      Repurchase upon Change of Control Offer....................................................40
Section 3.10.     Repurchase upon Application of Excess Proceeds.............................................42

                                                    ARTICLE IV

                                                    COVENANTS

Section 4.1.      Payment of Notes...........................................................................44
Section 4.2.      Maintenance of Office or Agency............................................................45
Section 4.3.      Money for Note Payments to Be Held in Trust................................................45
Section 4.4.      Corporate Existence........................................................................46
Section 4.5.      Payment of Taxes and Other Claims..........................................................46
Section 4.6.      Maintenance of Properties..................................................................47
Section 4.7.      Insurance..................................................................................47
Section 4.8.      Books and Records..........................................................................47
Section 4.9.      Compliance Certificate.....................................................................47
Section 4.10.     Commission Reports.........................................................................48
Section 4.11.     Limitation on Indebtedness.................................................................48
Section 4.12.     Prohibition on Incurrence of Certain Indebtedness..........................................50
Section 4.13.     Limitation on Restricted Payments..........................................................50
Section 4.14.     Limitation on Transactions with Affiliates.................................................52
Section 4.15.     Change of Control Offer....................................................................53
Section 4.16.     Limitation on Liens........................................................................53
Section 4.17.     Limitation on Asset Sales..................................................................54
Section 4.18.     Limitation on Restrictions on Distributions From Restricted Subsidiaries...................55
Section 4.19.     Ownership of Significant Subsidiaries......................................................57
Section 4.20.     Operation of Unrestricted Subsidiaries.....................................................57
Section 4.21.     Conduct of Business........................................................................57
Section 4.22.     Payments for Consent.......................................................................58

                                                    ARTICLE V

                                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets...................................................58
Section 5.2.      Successor Corporation Substituted..........................................................59

                                                    ARTICLE VI

                                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default..........................................................................59
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
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<S>               <C>                                                                                        <C>
Section 6.2.      Acceleration...............................................................................61
Section 6.3.      Other Remedies.............................................................................61
Section 6.4.      Waiver of Past Defaults....................................................................62
Section 6.5.      Control by Majority........................................................................62
Section 6.6.      Limitation on Suits........................................................................62
Section 6.7.      Rights of Holders of Notes To Receive Payment..............................................63
Section 6.8.      Collection Suit by Trustee.................................................................63
Section 6.9.      Trustee May File Proofs of Claim...........................................................63
Section 6.10.     Priorities.................................................................................64
Section 6.11.     Undertaking for Costs......................................................................64

                                                   ARTICLE VII

                                                     TRUSTEE

Section 7.1.      Duties of Trustee..........................................................................64
Section 7.2.      Rights of Trustee..........................................................................66
Section 7.3.      Individual Rights of Trustee...............................................................67
Section 7.4.      Trustee's Disclaimer.......................................................................67
Section 7.5.      Notice of Defaults.........................................................................67
Section 7.6.      Reports by Trustee to Holder of the Notes..................................................67
Section 7.7.      Compensation, Reimbursement and Indemnity..................................................68
Section 7.8.      Replacement of Trustee.....................................................................69
Section 7.9.      Successor Trustee by Merger, Etc...........................................................70
Section 7.10.     Eligibility; Disqualification..............................................................70
Section 7.11.     Preferential Collection of Claims Against Issuer...........................................70

                                                   ARTICLE VIII

                                       LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance...................................71
Section 8.2.      Legal Defeasance and Discharge.............................................................71
Section 8.3.      Covenant Defeasance........................................................................72
Section 8.4.      Conditions to Legal or Covenant Defeasance.................................................72
Section 8.5.      Deposited Money and U.S. Government Obligations To Be
                   Held in Trust; Other Miscellaneous Provisions.............................................74
Section 8.6.      Repayment to the Issuer....................................................................74
Section 8.7.      Reinstatement..............................................................................75
</TABLE>

                                     -iii-
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<S>               <C>                                                                                        <C>
                                                    ARTICLE IX

                                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes........................................................75
Section 9.2.      With Consent of Holders of Notes...........................................................76
Section 9.3.      Compliance with Trust Indenture Act........................................................78
Section 9.4.      Revocation and Effect of Consents..........................................................78
Section 9.5.      Notation on or Exchange of Notes...........................................................78
Section 9.6.      Trustee To Sign Amendment, Etc.............................................................78

                                                    ARTICLE X

                                                   [RESERVED]


                                                    ARTICLE XI

                                           SATISFACTION AND DISCHARGE

Section 11.1.     Satisfaction and Discharge.................................................................79
Section 11.2.     Application of Trust.......................................................................80

                                                   ARTICLE XII

                                                  MISCELLANEOUS

Section 12.1.     Trust Indenture Act Controls...............................................................80
Section 12.2.     Notices....................................................................................80
Section 12.3.     Communication by Holders of Notes with Other Holders of Notes..............................81
Section 12.4.     Certificate and Opinion as to Conditions Precedent.........................................82
Section 12.5.     Statements Required in Certificate or Opinion..............................................82
Section 12.6.     Rules by Trustee and Agents................................................................82
Section 12.7.     No Personal Liability of Directors, Officers, Employees and Stockholders...................82
Section 12.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial............................83
Section 12.9.     No Adverse Interpretation of Other Agreements..............................................83
Section 12.10.    Successors.................................................................................83
Section 12.11.    Severability...............................................................................83
Section 12.12.    Counterpart Originals......................................................................84
Section 12.13.    Table of Contents, Headings, Etc...........................................................84
</TABLE>

                                      -iv-
<PAGE>
                                    EXHIBITS

Exhibit A         Form of Series A Note

Exhibit B         Form of Series B Note

Exhibit C(1)      Form of Regulation S Certification

Exhibit C(2)      Form of Certificate To Be Delivered upon Exchange or
                  Registration of Transfer of Notes

Exhibit D         Form of Certificate To Be Delivered in Connection with
                  Transfers to Non-QIB Accredited Investors

Exhibit E         Form of Certificate To Be Delivered in Connection with
                  Transfers Pursuant to Regulation S


                                      -v-
<PAGE>
                                    INDENTURE

                  INDENTURE dated as of February 17, 2004 between GCI, Inc., an
Alaska corporation (the "Issuer"), and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Issuer's 7.25% Senior Notes due 2014:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions.

                  "Additional Assets" means (i) any Property (other than cash,
cash equivalents or securities) to be owned by the Issuer or a Restricted
Subsidiary and used in a Related Business, (ii) the costs of improving or
developing any Property owned by the Issuer or a Restricted Subsidiary which is
used in a Related Business and (iii) Investments in any other Person engaged
primarily in a Related Business (including the acquisition from third parties of
Capital Stock of such Person) as a result of which such other Person becomes a
Restricted Subsidiary or is merged or consolidated with or into the Issuer or
any Restricted Subsidiary.

                  "Additional Interest" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

                  "Additional Notes" means Notes, in addition to, and having
identical terms as, the $250,000,000 aggregate principal amount of Series A
Notes issued on the Issue Date (or the Series B Notes issued in exchange for the
Series A Notes issued on the Issue Date), issued pursuant to Article II and in
compliance with Section 4.11.

                  "Affiliate" of any specified Person means (i) any other
Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person or (ii) any other Person who
is a director or executive officer (a) of such specified Person, (b) of any
Subsidiary of such specified Person or (c) of any Person described in clause (i)
above. For the purposes of this definition, "control" when used with respect to
any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. "Affiliate" shall also mean any
beneficial owner of shares representing 10% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Issuer or of rights or
warrants to purchase such Voting Stock (whether or not currently exercisable)
and any Per-
<PAGE>
                                      -2-


son who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.

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

                  "Asset Sale" means, with respect to any Person, any transfer,
conveyance, sale, lease or other disposition (including, without limitation,
dispositions pursuant to any consolidation or merger or a Sale and Leaseback
Transaction) by such Person or any of its Subsidiaries (or, in the case of the
Issuer, its Restricted Subsidiaries) in any single transaction or series of
transactions of (a) shares of Capital Stock or other ownership interests in
another Person (including, with respect to the Issuer and its Restricted
Subsidiaries, Capital Stock of Unrestricted Subsidiaries) or (b) any other
Property of such Person or any of its Restricted Subsidiaries; provided,
however, that the term "Asset Sale" shall not include: (i) the sale or transfer
of Temporary Cash Investments, inventory, accounts receivable or other Property
(including, without limitation, the sale or lease of excess satellite
transponder capacity and the sale or lease of excess fiber capacity) in the
ordinary course of business; (ii) the liquidation of Property received in
settlement of debts owing to such Person or any of its Restricted Subsidiaries
as a result of foreclosure, perfection or enforcement of any Lien or debt, which
debts were owing to such Person or any of its Restricted Subsidiaries in the
ordinary course of business; (iii) when used with respect to the Issuer, any
asset disposition permitted pursuant to Article V, which constitutes a
disposition of all or substantially all of the Issuer's Property; (iv) the sale
or transfer of any Property by such Person or any of its Restricted Subsidiaries
to such Person or any of its Restricted Subsidiaries; (v) a disposition in the
form of a Restricted Payment permitted to be made pursuant to Section 4.13; or
(vi) a disposition (taken together with any other dispositions in a single
transaction or series of related transactions) with a Fair Market Value and a
sale price of less than $5 million.

                  "Attributable Indebtedness" means Indebtedness deemed to be
incurred in respect of a Sale and Leaseback Transaction and shall be, at the
date of determination, the present value (discounted at the actual rate of
interest implicit in such transaction, compounded annually), of the total
obligations of the lessee for 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).

                  "Average Life" means, as of the date of determination, with
respect to any security, the quotient obtained by dividing (i) the sum of the
products of the numbers of years (rounded to the nearest one-twelfth of one
year) from the date of determination to the dates of each successive scheduled
principal or other redemption payment of such security multiplied by the amount
of such payment by (ii) the sum of all such payments.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors.
<PAGE>
                                      -3-


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

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

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the City of New York, in the city
where the Corporate Trust Office is located, or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is not a Business Day at a place of payment, payment may be made at that
place on the next succeeding day that is a Business Day, and no interest shall
accrue for the intervening period.

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

                  "Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of corporate stock, partnership
interests or any other participation, right, warrant, option or other interest
in the nature of an equity interest in such Person, but excluding any debt
security convertible or exchangeable into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate Net Cash
Proceeds received by the Issuer from the issue or sale (other than to a
Subsidiary of the Issuer or an employee stock ownership plan or trust
established by the Issuer or any Subsidiary of the Issuer) by the Issuer of any
class of its Capital Stock (other than Disqualified Stock) after the Issue Date.

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

                  (1) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions), but other than by way
         of merger or consolidation, of all or substantially all of the assets
         of the Issuer or Parent to any Person or group of related Persons for
         purposes of Section 13(d) of the Exchange Act (a "Group"), together
         with any Affiliates thereof (whether or not otherwise in compliance
         with the provisions of this Indenture) other than to the Permitted
         Holders;

                  (2) the approval by the holders of Capital Stock of the Issuer
         or Parent, as the case may be, of any plan or proposal for the
         liquidation or dissolution of the Issuer
<PAGE>
                                      -4-


         or Parent, as the case may be (whether or not otherwise in compliance
         with the provisions of this Indenture);

                  (3) any Person or Group (other than the Permitted Holders, any
         entity formed for the purpose of owning Capital Stock of the Issuer or
         any direct or indirect Wholly Owned Subsidiary of Parent) shall become
         the owner, directly or indirectly, beneficially or of record, of shares
         representing more than 50% of the aggregate ordinary voting power
         represented by Voting Stock of the Issuer or Parent; or

                  (4) the replacement of a majority of the Board of Directors of
         the Issuer or Parent over a two-year period from the directors who
         constituted the Board of Directors of the Issuer or Parent, as the case
         may be, at the beginning of such period, and such replacement shall not
         have been approved by a vote of at least a majority of the Board of
         Directors of the Issuer or Parent, as the case may be, then still in
         office who either were members of such Board of Directors at the
         beginning of such period or whose election as a member of such Board of
         Directors was previously so approved.

                  "Clearstream" shall mean Clearstream Banking, Societe Anonyme,
Luxembourg.

                  "Commission" means the Securities and Exchange Commission.

                  "Consolidated Interest Expense" means, for any Person, for any
period, the amount of interest in respect of Indebtedness (including
amortization of original issue discount, fees payable in connection with
financings, including commitment, availability and similar fees, and
amortization of debt issuance costs, non-cash interest payments on any
Indebtedness and the interest portion of any deferred payment obligation and
after taking into account the effect of elections made under, and the net costs
associated with, any Interest Rate Agreement, however denominated, with respect
to such Indebtedness), the amount of dividends in respect of Disqualified Stock
paid by such person, the amount of Preferred Stock dividends in respect of all
Preferred Stock of Subsidiaries of such Person held other than by such Person or
a Subsidiary (other than any Unrestricted Subsidiary) of such Person,
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, and the interest component of
rentals in respect of any Capital Lease Obligation or Sale and Leaseback
Transaction paid, accrued or scheduled to be paid or accrued by such Person
during such period, determined on a consolidated basis for such Person and its
Subsidiaries (or, in the case of the Issuer, its Restricted Subsidiaries) in
accordance with GAAP consistently applied. For purposes of this definition,
interest on a Capital Lease Obligation or a Sale and Leaseback Transaction shall
be deemed to accrue at an interest rate reasonably determined by such Person to
be the rate of interest implicit in such Capital Lease Obligation or Sale and
Leaseback Transaction in accordance with GAAP consistently applied.
<PAGE>
                                      -5-


                  "Consolidated Net Income" of a Person means for any period,
the net income (loss) of such Person and its Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income (i) with
respect to the Issuer, any net income (loss) of any Person if such Person is not
a Restricted Subsidiary, except that (a) subject to the limitations contained in
clause (iii) below, the Issuer's equity in the net income of any such Person for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Person during such period
to the Issuer or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (ii) below) and (b) the
Issuer's equity in a net loss of any such Person (other than an Unrestricted
Subsidiary) for such period shall be included in determining such Consolidated
Net Income, (ii) with respect to the Issuer, any net income (loss) of any
Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Issuer, except that (a)
subject to the limitations contained in clause (iii) below, the Issuer's equity
in the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary during such period to
the Issuer or another Restricted Subsidiary as a dividend (subject, in the case
of a dividend to another Restricted Subsidiary, to the limitation contained in
this clause) and (b) the Issuer's equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income, (iii) any gains or losses realized upon the sale or other
disposition of any Property of such Person or its consolidated Subsidiaries
(including pursuant to any Sale and Leaseback Transaction) which is not sold or
otherwise disposed of in the ordinary course of business, (iv) any extraordinary
gain or loss and (v) the cumulative effect of a change in accounting principles.

                  Notwithstanding the provisions of clause (ii) in the preceding
paragraph, in the event that Consolidated Net Income is being calculated with
respect to the Issuer or any Surviving Entity (a) for purposes of determining
whether the Issuer or any Surviving Entity could incur at least $1.00 of
additional Indebtedness pursuant to clause (a) of the first paragraph of Section
4.11 for purposes of (i) clause (b) of the first sentence under Section 4.13,
(ii) clause (3) under Section 5.1, (iii) the definition of "Unrestricted
Subsidiary", or (iv) clause (4) of the second paragraph of Section 4.13, (b) for
purposes of calculating Cumulative EBITDA for purposes of clause (c) of the
first sentence of Section 4.13, (c) for purposes of calculating the Leverage
Ratio for purposes of clause (6) of the second paragraph of Section 4.13, then
such clause (ii) shall be disregarded.

                  Notwithstanding the provisions of clause (ii) in the first
paragraph of this definition, in the event that Consolidated Net Income is being
calculated with respect to the Issuer for purposes of determining whether the
Incurrence of Indebtedness proposed to be Incurred is permissible under Section
4.11(a), clause (i)(b) of the definition of Permitted Indebtedness and clause
(6) of the second paragraph of Section 4.13, then restrictions on the payment of
<PAGE>
                                      -6-


dividends or the making of distributions to the Issuer by GCI Holdings referred
to in clause (1)(iii) of Section 4.18 shall be disregarded.

                  "Corporate Trust Office" means the corporate trust office of
the Trustee at which at any time this Indenture shall be administered, which
office at the date hereto is located at 101 Barclay Street, Suite 8W, New York,
NY 10286, Attention: Corporate Trust Services, or such other address as the
Trustee may designate from time to time by notice to the Holders and the Issuer,
or the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to
the Holders and the Issuer).

                  "Credit Facility" means the Credit, Guaranty, Security and
Pledge Agreement dated as of October 30, 2003 and as amended to date, among GCI
Holdings, Inc., the Guarantors referred to therein, the lenders thereunder,
Credit Lyonnais New York Branch, as administration agent, and the other parties
thereto, as agents, as amended or supplemented, including any agreement
extending the maturity of or increasing the principal amount of loans
thereunder, refinancing, replacing or otherwise restructuring all or any portion
of the Indebtedness under such agreement or any successor replacement agreement
and whether by the same or any other agent, lender or group of lenders.

                  "Cumulative EBITDA" means at any date of determination the
cumulative EBITDA of the Issuer from and after the last day of the fiscal
quarter of the Issuer immediately preceding August 1, 1997 to the end of the
fiscal quarter immediately preceding the date of determination or, if such
cumulative EBITDA for such period is negative, the amount (expressed as a
negative number) by which such cumulative EBITDA is less than zero.

                  "Cumulative Interest Expense" means at any date of
determination the aggregate amount of Consolidated Interest Expense paid,
accrued or scheduled to be paid or accrued by the Issuer and its Restricted
Subsidiaries from the last day of the fiscal quarter of the Issuer immediately
preceding the August 1, 1997 to the end of the fiscal quarter immediately
preceding the date of determination.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under Bankruptcy Law.

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

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6 hereof as
the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.
<PAGE>
                                      -7-


                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock which, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is exchangeable for Indebtedness at the option of
the holder thereof, or is redeemable at the option of the holder thereof, in
whole or in part, on or prior to the final maturity date of the Notes.

                  "EBITDA" means, for any Person, for any period, an amount
equal to (A) the sum of (i) Consolidated Net Income for such period, plus, to
the extent deducted in arriving at Consolidated Net Income for such period, (ii)
the provision for taxes for such period based on income or profits to the extent
such income or profits were included in computing Consolidated Net Income and
any provision for taxes utilized in computing net loss under clause (i) hereof,
(iii) Consolidated Interest Expense for such period, (iv) depreciation for such
period on a consolidated basis, (v) amortization of intangibles for such period
on a consolidated basis, and (vi) any other non-cash items reducing Consolidated
Net Income for such period, minus (B) all non-cash items increasing Consolidated
Net Income for such period, all for such Person and its Subsidiaries determined
in accordance with GAAP consistently applied, except that with respect to the
Issuer each of the foregoing items shall be determined on a consolidated basis
with respect to the Issuer and its Restricted Subsidiaries only.

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                  "Exchange Offer" means the offer that shall be made by the
Issuer pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.

                  "Fair Market Value" means, with respect to any Property, the
price which could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value will
be determined, except as otherwise provided, (i) if such property or asset has a
Fair Market Value of less than or equal to $15 million, by any Officer of the
Issuer or (ii) if such property or asset has a Fair Market Value in excess of
$15 million, by a majority of the Board of Directors of the Issuer and evidenced
by a Board Resolution, dated within 30 days of the relevant transaction.

                  "GAAP" means accounting principles generally accepted in the
United States of America as in effect on the Issue Date, unless stated
otherwise.

                  "GCI" means General Communication, Inc., an Alaska
corporation, and its successors.
<PAGE>
                                      -8-


                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any
other manner the obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                  "Hedging Obligation" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, foreign exchange contract,
currency swap agreement, currency option or any other similar agreement or
arrangement.

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

                  "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by merger, conversion,
exchange or otherwise), extend, assume, Guarantee or become liable in respect of
such Indebtedness or other obligation or the recording, as required pursuant to
GAAP or otherwise, of any such Indebtedness or obligation on the balance sheet
of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall
have meanings correlative to the foregoing); provided, however, that a change in
GAAP that results in an obligation of such Person that exists at such time, and
is not theretofore classified as Indebtedness, becoming Indebtedness shall not
be deemed an Incurrence of such Indebtedness; provided, further, that, solely
for purposes of determining compliance with Section 4.11, amortization of debt
discount shall not be deemed to be the Incurrence of Indebtedness, provided that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness
Incurred shall at all times be the aggregate principal amount at Stated
Maturity.

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness, secured or unsecured, contingent or otherwise,
which is for borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), or evidenced
by bonds, notes, debentures or similar instruments or representing the balance
deferred and unpaid of the purchase price of any property (excluding any
balances that constitute customer advance payments and deposits, accounts
payable or trade payables, and other accrued liabilities arising in the ordinary
course of business) if and to the extent any of the foregoing indebtedness would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, and shall also include, to the extent not otherwise included (i) any
Capital Lease Obligations, (ii) Indebtedness of other Persons secured by a Lien
to which the Property owned or held by such first Person is subject, whether or
not the obligation or obligations secured thereby shall have been assumed (the
amount of such
<PAGE>
                                      -9-


Indebtedness being deemed to be the lesser of the value of such property or
assets or the amount of the Indebtedness so secured), (iii) Guarantees of
Indebtedness of other Persons, (iv) any Disqualified Stock, (v) any Attributable
Indebtedness, (vi) all reimbursement obligations of such Person in respect of
letters of credit, bankers' acceptances or other similar instruments or credit
transactions issued for the account of such Person, (vii) in the case of the
Issuer, Preferred Stock of its Restricted Subsidiaries, and (viii) to the extent
not otherwise included in clauses (i) through (vii) of this paragraph, any
payment obligations of any such Person at the time of determination under any
Hedging Obligation. For purposes of this definition, the maximum fixed
repurchase price of any Disqualified Stock that does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Stock as if such Disqualified Stock were repurchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture;
provided, however, that if such Disqualified Stock is not then permitted to be
repurchased, the repurchase price shall be the book value of such Disqualified
Stock. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability of any contingent obligations in respect thereof
at such date. For purposes of this definition, the amount of the payment
obligation with respect to any Hedging Obligation shall be an amount equal to
(i) zero, if such obligation is an Interest Rate Agreement permitted pursuant to
clause (v) of the definition of "Permitted Indebtedness" or (ii) the notional
amount of such Hedging Obligation, if such Hedging Obligation is not an Interest
Rate Agreement so permitted.

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

                  "Initial Purchasers" means Deutsche Bank Securities Inc.,
Jefferies & Company, Inc., Credit Lyonnais Securities (USA), Inc., Blaylock &
Partners, L.P., Ferris, Baker Watts, Incorporated and TD Securities (USA), Inc.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement.

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Issuer and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of the Issuer or such Restricted
Subsidiary, as the case may be.
<PAGE>
                                      -10-


                  "Issue Date" means February 17, 2004, the date of original
issuance of the Notes.

                  "Leverage Ratio" means the ratio of (i) the outstanding
Indebtedness of a Person and its Subsidiaries (or in the case of the Issuer, the
outstanding Indebtedness of the Issuer and its Restricted Subsidiaries) divided
by (ii) the Trailing EBITDA of such Person (or in the case of the Issuer, the
Trailing EBITDA of the Issuer and its Restricted Subsidiaries).

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).

                  "Net Available Cash" from an Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring person of Indebtedness or other
obligations relating to such Properties or assets or received in any other
noncash form) in each case net of all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all federal, state,
provincial, foreign and local taxes required to be accrued as a liability under
GAAP, as a consequence of such Asset Sale, and in each case net of all payments
made on any Indebtedness (a) which is secured by any assets subject to such
Asset Sale, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such assets, or (b) which must (1) by its
terms, or in order to obtain a necessary consent to such Asset Sale (except, in
the case of this clause (b), Indebtedness that is pari passu with or
subordinated to the Notes), or (2) by applicable law be repaid out of the
proceeds from such Asset Sale, and net of all distributions and other payments
required to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Asset Sale.

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

                  "Note Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.
<PAGE>
                                      -11-


                  "Notes" means the Series A Notes and the Series B Notes, if
any, that are issued under this Indenture, as amended or supplemented from time
to time.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer, the Chief Accounting Officer, any Vice President,
the Treasurer or the Secretary of the Issuer.

                  "Officers' Certificate" means a certificate signed by two
Officers of the Issuer, at least one of whom shall be the principal executive
officer or principal financial officer of the Issuer, and delivered to the
Trustee.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee that meets the requirements of Sections
12.4 and 12.5 hereof. The counsel may be an employee of or counsel to the
Issuer, any Subsidiary of the Issuer or the Trustee.

                  "Parent" means GCI so long as it owns, and any other Person
which acquires or owns, directly or indirectly, 80% or more of the Voting Stock
of the Issuer.

                  "Pari Passu Indebtedness" means any Indebtedness of the Issuer
that ranks pari passu in right of payment with the Notes.

                  "Permitted Holders" means (i) Ronald Duncan and his estate,
spouse, ancestors, lineal descendants and the trustee of any bona fide trust of
which the foregoing are the sole beneficiaries, (ii) Worldcom, Inc., d/b/a MCI,
and its Affiliates and (iii) the General Communication, Inc. Employee Stock
Purchase Plan.

                  "Permitted Investment" means an Investment by the Issuer or
any Restricted Subsidiary in (i) a Restricted Subsidiary or a Person which will,
upon the making of such Investment, become a Restricted Subsidiary; (ii) another
Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to (after which such other Person shall cease to exist or shall remain a
"shell" corporation), the Issuer or a Restricted Subsidiary; (iii) Temporary
Cash Investments; (iv) accounts receivable owing to the Issuer or any Restricted
Subsidiary, if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; (v) payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business; (vi) stock, obligations or
securities received in settlement of debts created in the ordinary course of
business and owing to the Issuer or any Restricted Subsidiary or in satisfaction
of judgments; and (vii) loans and advances to employees of Parent, the Issuer or
a Restricted Subsidiary made in the ordinary course of business consistent with
past practice of Parent, the Issuer or such Restricted Subsidiary, as
<PAGE>
                                      -12-


the case may be, provided that such loans and advances do not exceed in the
aggregate $6 million at any one time outstanding.

                  "Permitted Liens" means (i) Liens on the Property of the
Issuer or any Restricted Subsidiary existing on the Issue Date; (ii) Liens under
the Credit Facility relating to Indebtedness incurred pursuant to clause (i) of
the definition of Permitted Indebtedness; (iii) Liens on the Property of the
Issuer or any Restricted Subsidiary to secure any extension, renewal,
refinancing, replacement or refunding (or successive extensions, renewals,
refinancings, replacements or refundings), in whole or in part, of any
Indebtedness secured by Liens referred to in any of clauses (i), (ii), (vii),
(x) or (xii); provided, however, that any such Lien will be limited to all or
part of the same Property that secured the original Lien (plus improvements on
such Property) and the aggregate principal amount of Indebtedness that is
secured by such Lien will not be increased to an amount greater than the sum of
(A) the outstanding principal amount, or, if greater, the committed amount, of
the Indebtedness secured by Liens described under clauses (i), (ii), (vii), (x)
or (xii), as applicable, at the time the original Lien became a Permitted Lien
under this Indenture and (B) an amount necessary to pay any premiums, fees and
other expenses incurred by the Issuer in connection with such extension,
renewal, refinancing, replacement or refunding; (iv) Liens for taxes,
assessments or governmental charges or levies on the Property of the Issuer or
any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and
by appropriate proceedings; (v) Liens imposed by law, such as carriers',
warehousemen's and mechanics' Liens and other similar Liens on the Property of
the Issuer or any Restricted Subsidiary arising in the ordinary course of
business and securing payment of obligations which are not more than 60 days
past due or are being contested in good faith and by appropriate proceedings;
(vi) Liens on the Property of the Issuer or any Restricted Subsidiary Incurred
in the ordinary course of business to secure performance of obligations with
respect to statutory or regulatory requirements, performance or return-of-money
bonds, surety bonds or other obligations of a like nature and Incurred in a
manner consistent with industry practice; (vii) Liens on Property at the time
the Issuer or any Restricted Subsidiary acquired such Property, including any
acquisition by means of a merger or consolidation with or into the Issuer or any
Restricted Subsidiary; provided such Lien shall not have been Incurred in
anticipation of or in connection with such transaction or series of related
transactions pursuant to which such Property was acquired by the Issuer or any
Restricted Subsidiary; (viii) other Liens on the Property of the Issuer or any
Restricted Subsidiary incidental to the conduct of their respective businesses
or the ownership of their respective Properties which were not created in
anticipation of or in connection with the Incurrence of Indebtedness or the
obtaining of advances or credit and which do not in the aggregate materially
detract from the value of their respective Properties or materially impair the
use thereof in the operation of their respective businesses; (ix) pledges or
deposits by the Issuer or any Restricted Subsidiary under worker's compensation
laws, unemployment insurance laws or similar legislation, or good faith deposits
in connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which the Issuer or any Restricted Subsidiary is
party,
<PAGE>
                                      -13-


or deposits to secure public or statutory obligations of the Issuer or any
Restricted Subsidiary, or deposits for the payment of rent, in each case
Incurred in the ordinary course of business; (x) Liens on the Property of a
Person at the time such Person becomes a Restricted Subsidiary; provided any
such Lien does not extend to any other Property of the Issuer any or any
Restricted Subsidiary; and provided, further, that any such Lien was not
Incurred in anticipation of or in connection with the transaction or series of
related transactions pursuant to which such Person became a Restricted
Subsidiary; (xi) utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character; and (xii) Liens on
Property securing Vendor Financing permitted to be Incurred under Section
4.11(a), provided, however, that any such Lien will be limited to all or any
part of the same Property purchased or acquired directly with such Vendor
Financing and provided further, however, that, after giving effect to the
Incurrence of Indebtedness that is secured by such Lien, the sum of (A) the
outstanding principal amount of Indebtedness under the Credit Facility at that
time and (B) the aggregate outstanding amount of Indebtedness secured by Liens
permitted under this clause (xii) at such time, will not be greater than the
amount of Indebtedness that could be Incurred under the Credit Facility pursuant
to clause (i)(b) of the definition of Permitted Indebtedness at such time.

                  "Permitted Refinancing Indebtedness" means any extensions,
renewals, refinancings, replacements or refundings of any Indebtedness,
including any successive extensions, renewals, substitutions, refinancings,
replacements or refundings so long as (i) the aggregate amount of Indebtedness
represented thereby is not increased by such extension, renewal, refinancing,
replacement or refunding (other than to finance fees and expenses, including any
premium and defeasance costs, incurred in connection therewith), (ii) the
Average Life of such Indebtedness is equal to or greater than the Average Life
of the Indebtedness being extended, renewed, refinanced, replaced or refunded,
(iii) the Stated Maturity of such Indebtedness is no earlier than the Stated
Maturity of the Indebtedness being extended, renewed, refinanced, replaced or
refunded and (iv) the new Indebtedness shall not be senior in right of payment
to the Indebtedness that is being extended, renewed, refinanced, replaced or
refunded; provided, that Permitted Refinancing Indebtedness shall not include
(a) Indebtedness of a Subsidiary that extends, renews, refinances, replaces or
refunds, Indebtedness of the Issuer or (b) Indebtedness of the Issuer or a
Restricted Subsidiary that extends, renews, refinances, replaces or refunds
Indebtedness of an Unrestricted Subsidiary.

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

                  "PORTAL Market" means the Portal Market operated by the
National Association of Securities Dealers, Inc. or any successor thereto.
<PAGE>
                                      -14-


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

                  "Pro Forma EBITDA" means for any Person, for any period, the
EBITDA of such Person as determined on a consolidated basis in accordance with
GAAP consistently applied after giving effect to the following: (i) if, during
or after such period, such Person or any of its Subsidiaries shall have made any
disposition of any Person or business, Pro Forma EBITDA of such Person and its
Subsidiaries shall be computed so as to give pro forma effect to such
disposition and (ii) if, during or after such period, such Person or any of its
Subsidiaries completes an acquisition of any Person or business which
immediately after such acquisition is a Subsidiary of such Person or whose
assets are held directly by such Person or a Subsidiary of such Person, Pro
Forma EBITDA shall be computed so as to give pro forma effect to the acquisition
of such Person or business; provided, however, that, with respect to the Issuer,
all of the foregoing references to "Subsidiary or "Subsidiaries" shall be deemed
to refer only to the "Restricted Subsidiaries" of the Issuer.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including, without limitation, Capital Stock in, and
other securities of, any other Person (but excluding Capital Stock or other
securities issued by such first mentioned Person).

                  "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                  "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date.

                  "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

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

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

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date.
<PAGE>
                                      -15-


                  "Registration Rights Agreement" means the registration rights
agreements dated as of the Issue Date among the Issuer and the Initial
Purchasers.

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

                  "Related Business" means the business of (i) transmitting, or
providing services related to the transmission of voice, video or data through
owned or leased wireline or wireless transmission facilities, (ii) creating,
developing, constructing, installing, repairing, maintaining or marketing
communications-related systems, network equipment and facilities, software and
other products or (iii) pursuing any other business that is related to those
identified in the foregoing clauses (i) or (ii).

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

                  "Restricted Payment" means (i) any dividend or distribution
(whether made in cash, Property or securities) declared or paid on or with
respect to any shares of Capital Stock of the Issuer or Capital Stock of any
Restricted Subsidiary except for any dividend or distribution which is made
solely by a Restricted Subsidiary to the Issuer or another Restricted Subsidiary
(and, if such Restricted Subsidiary is not wholly owned, to the other
shareholders of such Restricted Subsidiary on a pro rata basis) or dividends or
distributions payable solely in shares of Capital Stock (other than Disqualified
Stock) of the Issuer; (ii) a payment made by the Issuer or any Restricted
Subsidiary to purchase, redeem, acquire or retire any Capital Stock of the
Issuer or Capital Stock of any Affiliate of the Issuer (other than a Restricted
Subsidiary) or any warrants, rights or options to directly or indirectly
purchase or acquire any such Capital Stock or any securities exchangeable for or
convertible into any such Capital Stock; (iii) a payment made by the Issuer or
any Restricted Subsidiary to redeem, repurchase, defease or otherwise acquire or
retire for value, prior to any scheduled maturity, scheduled sinking fund or
mandatory redemption payment (other than the purchase, repurchase, or other
acquisition of any Indebtedness subordinate in right of payment to the Notes
purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
acquisition), Indebtedness of the Issuer which is subordinate (whether pursuant
to its terms or by operation of law) in right of payment to the Notes; or (iv)
an Investment (other than Permitted Investments) in any Person.

                  "Restricted Subsidiary" means (i) any Subsidiary of the Issuer
on or after the Issue Date unless such Subsidiary shall have been designated an
Unrestricted Subsidiary as permitted or required pursuant to the definition of
"Unrestricted Subsidiary" and (ii) an Unre-
<PAGE>
                                      -16-


stricted Subsidiary which is redesignated as a Restricted Subsidiary as
permitted pursuant to the definition of "Unrestricted Subsidiary."

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

                  "Sale and Leaseback Transaction" means, with respect to any
Person, any direct or indirect arrangement pursuant to which Property is sold or
transferred by such Person or a Subsidiary of such Person (or, in the case of
the Issuer, its Restricted Subsidiaries) and is thereafter leased back from the
purchaser or transferee thereof by such Person or one of its Subsidiaries (or,
in the case of the Issuer, its Restricted Subsidiaries).

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                  "Series A Notes" means the Issuer's 7.25% Senior Notes due
2014.

                  "Series B Notes" means notes issued by the Issuer hereunder
containing terms identical to the Series A Notes (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the Series
A Notes or, if no such interest has been paid, from the date of original
issuance, (ii) the Private Placement Legend shall be removed or appropriately
altered, and (iii) as otherwise set forth herein) to be offered to Holders of
Series A Notes in exchange for Series B Notes pursuant to the Exchange Offer or
any exchange offer specified in any registration rights agreement relating to
the Additional Notes or to be offered in connection with any issuance of
Additional Notes pursuant to a registration statement filed pursuant to the
Securities Act.

                  "Significant Subsidiary" shall have the meaning set forth in
Rule 1.02(w) of Regulation S-X under the Securities Act as in effect on the
Issue Date; provided, however, that for purposes of this definition only, (i)
subclause (3) of such Rule 1.02(w) shall be disregarded and (ii) "Significant
Subsidiary" shall include any Subsidiary (and its Subsidiaries) whose EBITDA
comprises more than 10% of the EBITDA of the Issuer for the most recently
completed fiscal year.

                  "Stated Maturity" means, with respect to any Indebtedness, the
date specified in such Indebtedness as the final date on which the payment of
principal of such Indebtedness is due and payable.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which at least a majority of the total voting power of the Voting Stock is
held by such first-named Person or any of its Subsidiaries and such first-named
Person or any of its Subsidiaries has the power to direct the management,
policies and affairs thereof; or (ii) in the case of a partnership, joint
venture, association, or other busi-
<PAGE>
                                      -17-


ness entity, with respect to which such first-named Person or any of its
Subsidiaries has the power to direct or cause the direction of the management
and policies of such entity by contract or otherwise if in accordance with GAAP
such entity is consolidated with the first-named Person for financial statement
purposes.

                  "Temporary Cash Investments" means any of the following: (i)
Investments in U.S. Government Obligations maturing within 90 days of the date
of acquisition thereof, (ii) Investments in time deposit accounts, certificates
of deposit and money market deposits maturing within 90 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America or any state thereof having capital,
surplus and undivided profits aggregating in excess of $500,000,000 and whose
long-term debt is rated "A-3" or "A-" or higher according to Moody's Investors
Service, Inc. or Standard & Poor's Ratings Group (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)) and shall, in any event,
include National Bank of Alaska or First National Bank of Anchorage, (iii)
repurchase obligations with a term of not more than 7 days for underlying
securities of the types described in clause (i) entered into with a bank meeting
the qualifications described in clause (ii) above, and (iv) Investments in
commercial paper, maturing not more than 90 days after the date of acquisition,
issued by a corporation (other than the Issuer or an Affiliate of the Issuer)
organized and in existence under the laws of the United States of America with a
rating at the time as of which any Investment therein is made of "P-1" (or
higher) according to Moody's Investors Service, Inc. or "A-1" (or higher)
according to Standard & Poor's Ratings Group (or such similar equivalent rating
by at least one "nationally recognized statistical rating organization" (as
defined in Rule 436 under the Securities Act)).

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the Issue Date; provided that in the event the
Trust Indenture Act of 1939 is amended after such date, "TIA" means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

                  "Trailing EBITDA" means, with respect to any Person, such
Person's Pro Forma EBITDA for the four most recent full fiscal quarters for
which financial statements are available.

                  "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.

                  "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 Subsidiary" means Subsidiaries of the Issuer
designated as Unrestricted Subsidiaries pursuant to the procedures below. The
Issuer's Board of Directors may
<PAGE>
                                      -18-


designate any Person that becomes a Subsidiary of the Issuer or any Restricted
Subsidiary to be an Unrestricted Subsidiary if (i) the Subsidiary to be so
designated does not own any Capital Stock or Indebtedness of, or own or hold any
Lien on any Property of, the Issuer or any other Restricted Subsidiary, (ii) the
Subsidiary to be so designated is not obligated under any Indebtedness or other
obligation that, if in default, would result (with the passage of time or notice
or otherwise) in a default on any Indebtedness of the Issuer or any Restricted
Subsidiary and (iii) either (A) the Subsidiary to be so designated has total
assets of $1,000 or less or (B) such designation is effective immediately upon
such entity becoming a Subsidiary of the Issuer or any Restricted Subsidiary.
Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Issuer or of any Restricted Subsidiary will be classified as a
Restricted Subsidiary; provided, however, that such Subsidiary shall not be
designated a Restricted Subsidiary and shall be automatically classified as an
Unrestricted Subsidiary if the Issuer would be unable to Incur at least $1.00 of
additional Indebtedness pursuant to Section 4.11(a). Except as provided in the
second sentence of this paragraph, no Restricted Subsidiary may be redesignated
as an Unrestricted Subsidiary. The Issuer's Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after
giving pro forma effect to such designation, (x) the Issuer could Incur at least
$1.00 of additional indebtedness pursuant to Section 4.11(a) and (y) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom. Any such designation by the Issuer's Board of Directors will be
evidenced to the Trustee by filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying (i) that such designation complies with the foregoing provisions and
(ii) giving the effective date of such designation, such filing with the Trustee
to occur within 75 days after the end of the fiscal quarter of the Issuer in
which such designation is made (or in the case of a designation made during the
last fiscal quarter of the Issuer's fiscal year, within 120 days after the end
of such fiscal year).

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

                  "U.S. Person" means any U.S. person as defined in
Regulation S.

                  "Vendor Financing" means the financing entered into with any
vendor or supplier (or any financial institution acting on behalf of or for the
purpose of directly financing purchases from such vendor or supplier) to the
extent the Indebtedness thereunder is incurred for the purpose of financing the
cost (including the cost of design, development, site acquisition, construction,
integration, manufacture or acquisition) or maintenance of personal property
(tangible or intangible) used, or to be used, in a Related Business.
<PAGE>
                                      -19-


                  "Voting Stock" of a corporation means all classes of Capital
Stock of such corporation then outstanding and normally entitled to vote in the
election of directors.

Section 1.2.      Other Definitions.
<TABLE>
<CAPTION>
                  Term                                                        Defined in Section
                  ----                                                        ------------------
                  <S>                                                                <C>
                  "Affiliate Transaction"............................                4.14
                  "Agent Members"....................................                 2.6
                  "Certificated Notes"...............................                 2.1
                  "Change of Control Offer"..........................                4.15
                  "Change of Control Payment"........................                4.15
                  "Change of Control Payment Date"...................                 3.9
                  "Covenant Defeasance"..............................                 8.3
                  "Event of Default".................................                 6.1
                  "Excess Proceeds...................................                4.17
                  "Foreign Person"...................................                 2.6
                  "Global Notes".....................................                 2.1
                  "Institutional Accredited Investors"...............                 2.1
                  "Legal Defeasance".................................                 8.2
                  "Optional Redemption"..............................                 3.7
                  "Paying Agent".....................................                 2.3
                  "Permanent Regulation S Global Note"...............                 2.1
                  "Prepayment Offer".................................                4.17
                  "Private Placement Legend".........................                 2.6
                  "Registrar"........................................                 2.3
                  "Regulation S Global Note".........................                 2.1
                  "Restricted Payment"...............................                4.13
                  "Rule 144A Global Note"............................                 2.1
                  "Special Redemption"...............................                 3.8
                  "Surviving Entity".................................                 5.1
                  "Temporary Regulation S Global Note"...............                 2.1
</TABLE>
Section 1.3.      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;

                  "indenture security holder" means a Holder;
<PAGE>
                                      -20-


                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Issuer and any successor
         obligor upon the Notes.

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

Section 1.4.      Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c) "or" is not exclusive;

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

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

                  (f) references to sections of or rules under the Securities
         Act, the Exchange Act and the TIA shall be deemed to include
         substitute, replacement and successor sections or rules adopted by the
         Commission from time to time.

Section 1.5.      Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section.
<PAGE>
                                      -21-


                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

                  (c) The ownership of Notes shall be proved by the register
maintained by the Registrar.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.

                                   ARTICLE II

                                    THE NOTES

Section 2.1.      Form and Dating.

                  The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Series B Notes and the Trustee's certificate of authentication
relating thereto shall be substantially in the form of Exhibit B hereto. The
Notes may have notations, legends or endorsements in form reasonably acceptable
to the Issuer required by law, stock exchange rule, agreements to which the
Issuer is subject or usage in addition to those set forth in Exhibit A or
Exhibit B hereto, as the case may be. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Issuer and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                  Series A Notes offered and sold in reliance on Rule 144A shall
be issued in the form of a single permanent global Note in registered form,
substantially in the form set forth in Exhibit A (the "Rule 144A Global Note"),
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Issuer and authenticated by the Trustee as hereinafter provided and shall
bear the legends set forth in Section 2.6(h). The aggregate principal amount of
the Rule 144A Global Note may from time to time be increased or decreased by
adjustments
<PAGE>
                                      -22-


made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.

                  Series A Notes offered and sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of a single
temporary global Note in registered form, substantially in the form set forth in
Exhibit A (the "Temporary Regulation S Global Note"), deposited with the
Trustee, as custodian for the Depositary, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided and shall bear the legends
set forth in Section 2.6(h) and also the following legend: BY ITS ACQUISITION
HEREOF, THE HOLDER AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
NOTE TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON. At any
time following 40 days after the later of the commencement of the offering of
the Notes and the Issue Date, upon receipt by the Trustee and the Issuer of a
duly executed certificate substantially in the form of Exhibit C(1) hereto, a
single permanent Global Note in registered form substantially in the form set
forth in Exhibit A (the "Permanent Regulation S Global Note," and together with
the Temporary Regulation S Global Note, the "Regulation S Global Note") duly
executed by the Issuer and authenticated by the Trustee as hereinafter provided
bearing the legends set forth in Section 2.6(h) shall be deposited with the
Trustee, as custodian for the Depositary in exchange for the Temporary
Regulation S Global Note.

                  The Rule 144A Global Note and the Regulation S Global Note are
sometimes referred to herein as the "Global Notes." All Series A Notes will be
issued in the form of Global Notes.

                  Series B Notes offered and sold to institutional accredited
investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) ("Institutional Accredited Investors") that are not QIBs (other than
Foreign Persons) and Series B Notes issued pursuant to Section 2.6 in exchange
for interests in the Rule 144A Global Note or the Regulation S Global Note shall
be in the form set forth in Exhibit B (collectively, the "Certificated Notes").

Section 2.2.      Execution and Authentication.

                  Two Officers of the Issuer shall sign the Notes for the Issuer
by manual or facsimile signature.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office or position 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 or an authenticating agent. The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.
<PAGE>
                                      -23-


                  The Trustee, upon a written order of the Issuer signed by two
Officers of the Issuer, shall authenticate (i) Series A Notes for original issue
on the Issue Date in the aggregate principal amount not to exceed $250,000,000
and (ii) subject to Section 4.11, Additional Notes. The Trustee, upon written
order of the Issuer signed by two Officers of the Issuer, shall authenticate
Series B Notes; provided that such Series B Notes shall be issuable only upon
the valid surrender for cancellation of Series A Notes of a like aggregate
principal amount in accordance with the Exchange Offer or an exchange offer
specified in any registration rights agreement relating to the Additional Notes
or to be offered in connection with any issuance of Additional Notes pursuant to
a registration statement filed pursuant to the Securities Act. Such written
order of the Issuer shall specify the amount of Notes to be authenticated and
the date on which the original issue of Notes is to be authenticated. Any
Additional Notes shall be part of the same issue as the Notes being issued on
the Issue Date and will vote on all matters as one class with the Notes being
issued on the Issue Date, including, without limitation, waivers, amendments,
redemptions, Change of Control Offers and Prepayment Offers. For the purposes of
this Indenture, references to the Notes include Additional Notes, if any.

                  The Trustee may appoint an authenticating agent acceptable to
the Issuer to authenticate Notes. Unless otherwise provided in the appointment,
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 the Issuer or with any Affiliate of the Issuer.

Section 2.3.      Registrar and Paying Agent.

                  The Issuer shall maintain an office or agency in the Borough
of Manhattan in the City of New York where Notes may be presented or surrendered
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"), which may be
the same office or agency. The Registrar shall keep a register of the Notes and
of their transfer and exchange. At the option of the Issuer, payment of interest
and Additional Interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders or by wire transfer of
immediately available funds pursuant to wire transfer instructions provided to
the Trustee or the Paying Agent. The Issuer 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 Issuer may change any Paying Agent or Registrar without notice
to any Holder. The Issuer shall notify the Trustee in writing of the name and
address of any Paying Agent not a party to this Indenture. If the Issuer fails
to appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Issuer may act as Paying Agent or Registrar. The
Depositary shall, by acceptance of a Global Note, agree that transfers of
beneficial interests in such Global Note may be effected only through a
book-
<PAGE>
                                      -24-


entry system maintained by the Depositary (or its agent), and that ownership of
a beneficial interest in the Note shall be required to be reflected in a book
entry.

                  The Issuer initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes, until such time as the Trustee has resigned or a successor has
been appointed.

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

                  The Issuer hereby designates The Bank of New York, 101 Barclay
Street, Floor 8W, New York, New York 10286, as one such office or agency of the
Issuer. The Trustee may resign such agency at any time by giving written notice
to the Issuer no later than 30 days prior to the effective date of such
resignation.

Section 2.4.      [Reserved].

Section 2.5.      Holder Lists.

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

Section 2.6.      Transfer and Exchange.

                  (a) Transfer and Exchange Generally; Book Entry Provisions.
Transfers of interests in Series A Notes may be made only to QIBs in accordance
with Rule 144A or to Foreign Persons in accordance with Regulation S.

                  Upon surrender for registration of transfer of any Note to the
Registrar, and satisfaction of the requirements for such transfer set forth in
this Section 2.6, the Issuer shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like
<PAGE>
                                      -25-


aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

                  Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Issuer
pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Notes which the Holder making the exchange is entitled to receive
bearing registration numbers not contemporaneously outstanding.

                  All Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Issuer and the
Registrar, and the Notes shall be duly executed by the Holder thereof or his
attorney duly authorized in writing. Except as otherwise provided in this
Indenture, and in addition to the other requirements set forth in the legend
referred to in Section 2.6(h)(i) below, in connection with any transfer of
Transfer Restricted Securities any request for transfer shall be accompanied by
a certification to the Trustee relating to the manner of such transfer
substantially in the form of Exhibit C(2) hereto.

                  (b) Book-Entry Provisions for the Global Notes. The Global
Notes initially shall (i) be registered in the name of the Depositary or the
nominee of such Depositary, (ii) be delivered to the Trustee as custodian for
the Depositary and (iii) bear legends as set forth in Section 2.6(h) and, in the
case of the Temporary Regulation S Global Note, the legend set forth in Section
2.1.

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

                  Transfers of any Global Note shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Beneficial interests in the Global Notes may be transferred in
accordance with the applicable rules and procedures of the Depositary and the
provisions of this Section 2.6. The registration of transfer and exchange of
beneficial interests in a Global Note, which does not involve the issuance of a
Certificated Note, shall be effected through the Depositary, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor.
<PAGE>
                                      -26-


The Trustee shall have no responsibility or liability for the accuracy of the
books and records of the Depositary or any act or omission of the Depositary.

                  At any time after consummation of the Exchange Offer at the
request of the beneficial holder of an interest in a Global Note to obtain a
Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount of
the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate,
to be reduced by the principal amount of the Certificated Note issued upon such
request to such beneficial holder and, following such reduction, the Issuer will
execute and the Trustee will authenticate and deliver to such beneficial holder
(or its nominee) a Certificated Note or Certificated Notes in the appropriate
aggregate principal amount in the name of such beneficial holder (or its
nominee) and bearing such restrictive legends as may be required by this
Indenture.

                  (c) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "Foreign Person"):

                  (i) the Registrar shall register the transfer of any Note,
         whether or not such Note bears the Private Placement Legend, if (x) (A)
         the requested transfer is at least two years after the Issue Date of
         the Notes and (B) the proposed transferee has certified to the
         Registrar that the requested transfer is at least two years after the
         last date on which such Note was held by an Affiliate of the Issuer, or
         (y) the proposed transferee has delivered to the Registrar (A) a
         certificate substantially in the form of Exhibit D hereto and (B) such
         certifications, legal opinions and other information as the Issuer (or
         the Trustee at the direction of the Issuer) may reasonably request to
         confirm that such transaction is in compliance with the Securities Act;
         and

                  (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in a Global Note, after consummation of the
         Exchange Offer and upon receipt by the Registrar of (x) the documents,
         if any, required by clause (i) and (y) instructions given in accordance
         with the Depositary's and the Registrar's procedures, the Registrar
         shall reflect on its books and records the date and a decrease in the
         principal amount of such Global Note in an amount equal to the
         principal amount of the beneficial interest in such Global Note to be
         transferred, and the Issuer shall execute, and the Trustee shall
         authenticate and deliver, one or more Certificated Notes of like tenor
         and amount.
<PAGE>
                                      -27-


                  (d) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                  (i) if the Note to be transferred consists of Certificated
         Notes or an interest in the Permanent Regulation S Global Note, the
         Registrar shall register the transfer if such transfer is being made by
         a proposed transferor who has checked the box provided for on a
         certificate substantially in the form of Exhibit C(2) stating, or has
         otherwise advised the Issuer and the Registrar in writing, that the
         sale has been made in compliance with the provisions of Rule 144A to a
         transferee who is a QIB within the meaning of Rule 144A and is aware
         that the sale to it is being made in reliance on Rule 144A; and

                  (ii) if the proposed transferee is an Agent Member, and the
         Note to be transferred consists of Certificated Notes or an interest in
         the Permanent Regulation S Global Note, upon receipt by the Registrar
         of the documents referred to in clause (i) and instructions given in
         accordance with the Depositary's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Rule 144A Global Note in an
         amount equal to the principal amount of the Certificated Notes or the
         interest in the Permanent Regulation S Global Note, as the case may be,
         to be transferred, and the Trustee shall cancel the Certificated Notes
         or decrease the amount of the Permanent Regulation S Global Note so
         transferred.

                  (e) Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i) the Registrar shall register the transfer of an interest
         in the Temporary Regulation S Global Note if (x) the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit E hereto stating, among other things, that the
         proposed transferee is a Foreign Person or (y) the proposed transferee
         is a QIB and the proposed transferor has checked the box provided for
         on a certificate substantially in the form of Exhibit C(2) stating, or
         has otherwise advised the Issuer and the Registrar in writing, that the
         sale has been made in compliance with the provisions of Rule 144A to a
         transferee who is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A; and

                  (ii) if the proposed transferee is an Agent Member, upon
         receipt by the Registrar of the documents referred to in clause (i)
         above and instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Rule 144A Global Note in an amount equal to the principal amount of the
         Temporary
<PAGE>
                                      -28-


         Regulation S Global Note to be transferred, and the Trustee, as Note
         Custodian, shall decrease the amount of the Temporary Regulation S
         Global Note.

                  (f) Transfers to Foreign Persons. The following provisions
shall apply with respect to any transfer of a Transfer Restricted Security to a
Foreign Person:

                  (i) the Registrar shall register any proposed transfer of a
         Note to a Foreign Person upon receipt of a certificate substantially in
         the form of Exhibit E hereto from the proposed transferor and such
         certifications, legal opinions and other information as the Issuer (or
         the Trustee, at the instruction of the Issuer) may reasonably request;
         and

                  (ii) (a) if the proposed transferor is an Agent Member holding
         a beneficial interest in the Rule 144A Global Note or the Notes to be
         transferred consists of Certificated Notes, upon receipt by the
         Registrar of (x) the documents required by clause (i) and (y)
         instructions in accordance with the Depositary's and the Registrar's
         procedures, the Registrar shall reflect on its books and records the
         date and a decrease in the principal amount of the Rule 144A Global
         Note in an amount equal to the principal amount of the beneficial
         interest in the Rule 144A Global Note or cancel the Certificated Notes,
         as the case may be, to be transferred, and (b) if the proposed
         transferee is an Agent Member, upon receipt by the Registrar of (x) the
         documents required by clause (i) and (y) instructions given in
         accordance with the Depositary's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Regulation S Global Note in an
         amount equal to the principal amount of the Notes to be transferred.

                  (g) The Depositary. The Depositary shall be a clearing agency
registered under the Exchange Act. The Issuer initially appoints The Depository
Trust Company to act as Depositary with respect to the Global Notes. Initially,
the Rule 144A Global Note and the Regulation S Global Note shall be issued to
the Depositary, registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Note Custodian for Cede & Co.

                  Certificated Notes issued in exchange for all or a part of a
Global Note pursuant to this Section 2.6 shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. Upon execution and authentication, the Trustee shall deliver such
Certificated Notes in certificated form to the Persons in whose names such Notes
in certificated form are so registered.

                  Certificated Notes shall be transferred to such beneficial
owners in exchange for their beneficial interests in the Rule 144A Global Note
or the Permanent Regulation S Global Note, as the case may be, if after
consummation of the Exchange Offer:
<PAGE>
                                      -29-


                  (i) the Depositary for the Notes notifies the Issuer that the
         Depositary is unwilling or unable to continue as Depositary for the
         Rule 144A Global Note or the Permanent Regulation S Global Note, as the
         case may be, and a successor Depositary is not appointed by the Issuer
         within 90 days after delivery of such notice; or

                  (ii) the Issuer, in its sole discretion, notifies the Trustee
         in writing that it elects to cause the issuance of Certificated Notes
         under this Indenture,

and the Issuer shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver Certificated Notes in an aggregate principal amount equal to the
principal amount of the Rule 144A Global Note or the Permanent Regulation S
Global Note, as the case may be, in exchange for such Global Note.

                  (h)      Legends.

                  (i) Except as permitted by the following paragraphs (ii) and
         (iii), each certificate evidencing Global Notes and Certificated Notes
         (and all Notes issued in exchange therefor or substitution thereof)
         shall (x) be subject to the restrictions on transfer set forth in this
         Section 2.6 (including those set forth in the legend below) unless such
         restrictions on transfer shall be waived by written consent of the
         Issuer, and the Holder of each Transfer Restricted Security, by such
         Holder's acceptance thereof, agrees to be bound by all such
         restrictions on transfer and (y) bear the legend set forth below (the
         "Private Placement Legend"):

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
         HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
         ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
         OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
         ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE
         501(a)(1),(2),(3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED
         INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
         ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
         UNITED STATE TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
         144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
         ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
<PAGE>
                                      -30-


         FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
         THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS, DESCRIBED IN THE INDENTURE, RELATING TO THE RESTRICTIONS ON
         TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
         THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN
         OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
         ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
         PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN
         ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER
         SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
         PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
         EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
         WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE
         PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR
         TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER (OR
         THE TRUSTEE AT THEIR INSTRUCTION) MAY REASONABLY REQUIRE TO CONFIRM
         THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
         "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
         REGULATION S UNDER THE SECURITIES ACT.

                  (ii) Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Note) pursuant to Rule 144 under the Securities Act after
         consummation of the Exchange Offer or pursuant to an effective
         registration statement under the Securities Act:

                           (a) in the case of any Transfer Restricted Security
                  that is a Certificated Note, the Registrar shall permit the
                  Holder thereof to exchange such Transfer Restricted Security
                  for a Certificated Note that does not bear the legend set
                  forth in (i) above and rescind any restriction on the transfer
                  of such Transfer Restricted Security; and
<PAGE>
                                      -31-


                           (b) in the case of any Transfer Restricted Security
                  represented by a Global Note, such Transfer Restricted
                  Security shall not be required to bear the legend set forth in
                  (i) above, but shall continue to be subject to the provisions
                  of Section 2.6(b) hereof; provided, however, that with respect
                  to any request for an exchange of a Transfer Restricted
                  Security that is represented by a Global Note for a
                  Certificated Note that does not bear the legend set forth in
                  (i) above, which request is made in reliance upon Rule 144,
                  the Holder thereof shall certify in writing to the Registrar
                  that such request is being made pursuant to Rule 144 (such
                  certifications to be substantially in the form of Exhibit C(2)
                  hereto).

                  (iii) Notwithstanding the foregoing, upon consummation of the
         Exchange Offer, the Issuer shall issue and, upon receipt of an
         authentication order in accordance with Section 2.2 hereof, the Trustee
         shall authenticate Series B Notes in exchange for Series A Notes
         accepted for exchange in the Exchange Offer, which Series B Notes shall
         not bear the legend set forth in (i) above, and the Registrar shall
         rescind any restriction on the transfer of such Series A Notes, in each
         case unless the Holder of such Series A Notes is either (A) a
         broker-dealer, (B) a Person participating in the distribution of the
         Series A Notes or (C) a Person who is an affiliate (as defined in Rule
         144A) of the Issuer.

                  (iv) Each Global Note, whether or not a Transfer Restricted
         Security, shall also bear the following legend on the face thereof:

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
         AND
<PAGE>
                                      -32-


         ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
         SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
         (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
         OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

                  (v) Any Global Note may be endorsed with or have incorporated
         in the text thereof such legends or recitals or changes not
         inconsistent with the provisions of this Indenture as may be required
         by the Note Custodian, the Depositary or by the National Association of
         Securities Dealers, Inc. in order for the Notes to be tradable on the
         PORTAL Market or tradable on Euroclear or Clearstream or as may be
         required for the Notes to be tradable on any other market developed for
         trading of securities pursuant to Rule 144A or Regulation S under the
         Securities Act or required to comply with any applicable law or any
         regulation thereunder or with the rules and regulations of any
         securities exchange or automated quotation system upon which the Notes
         may be listed or traded or to conform with any usage with respect
         thereto, or to indicate any special limitations or restrictions to
         which any particular Notes are subject.

                  (i) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or canceled, all Global Notes 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 Certificated Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Notes shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or the Note Custodian, at the direction of the Trustee, to reflect
such reduction. In the event of any transfer of any beneficial interest between
the Rule 144A Global Note and the Regulation S Global Note in accordance with
the standing procedures and instructions between the Depositary and the Note
Custodian and the transfer restrictions set forth herein, the aggregate
principal amount of each of the Rule 144A Global Note and the Regulation S
Global Note shall be appropriately increased or decreased, as the case may be,
and an endorsement shall be made on each of the Rule 144A Global Note and the
Regulation S Global Note by the Trustee or the Note Custodian, at the direction
of the Trustee, to reflect such reduction or increase.
<PAGE>
                                      -33-


                  (j) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Issuer shall execute and the Trustee shall authenticate Certificated
         Notes and Global Notes at the Registrar's request.

                  (ii) No service charge shall be made to a Holder for any
         registration of transfer or exchange, but the Issuer 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 3.6 and 9.5 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 Certificated Notes and Global Notes issued upon any
         registration of transfer or exchange of Certificated Notes or Global
         Notes shall be the valid obligations of the Issuer, evidencing the same
         debt, and entitled to the same benefits under this Indenture, as the
         Certificated Notes or Global Notes surrendered upon such registration
         of transfer or exchange.

                  (v) The Issuer 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 any
                           selection of Notes for redemption under Section 3.2
                           hereof and ending at the close of business on the day
                           of selection; or

                                    (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 of the registration of a
         transfer of any Note, the Trustee, any Agent and the Issuer may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of all payments with
         respect to such Notes, and neither the Trustee, any Agent nor the
         Issuer shall be affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Certificated Notes and
         Global Notes in accordance with the provisions of Section 2.2 hereof.
<PAGE>
                                      -34-


Section 2.7.      Replacement Notes.

                  If any mutilated Note is surrendered to the Trustee or either
the Issuer or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuer shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2 hereof,
shall authenticate a replacement Note if the Trustee's requirements for
replacement of Notes are met. If required by the Trustee or the Issuer, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and
any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Trustee and the Issuer each may charge such Holder for their
expenses in replacing such Note.

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

Section 2.8.      Outstanding Notes.

                  The Notes outstanding at any time are all the Notes that have
been 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 or the Note Custodian in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because the Issuer or any of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.7 hereof, it shall
cease to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser for value.

                  If the principal amount of any Note is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Issuer, its Subsidiary or
its Affiliate) 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 2.9.      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 Issuer or by any Affiliate thereof 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 of
<PAGE>
                                      -35-


consent, only Notes that a Responsible Officer of the Trustee knows are so owned
or has been notified are so owned shall be so disregarded.

Section 2.10.     Temporary Notes.

                   Until Certificated Notes are ready for delivery, the Issuer
may prepare and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2 hereof, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Certificated Notes, but
may have such variations as the Issuer considers appropriate for temporary Notes
and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Issuer shall prepare and the Trustee shall authenticate Certificated
Notes in exchange for temporary Notes.

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

Section 2.11.     Cancellation.

                   The Issuer 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, or at the direction of the Trustee, the Registrar or Paying Agent, and
no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled
Notes in accordance with the Trustee's usual procedures unless the Issuer
requests such Notes be delivered to it. The Trustee shall maintain a record of
all canceled Notes. All cancelled Notes shall be delivered to the Issuer upon
the Issuer's written request. Subject to Section 2.7 hereof, the Issuer may not
issue new Notes to replace Notes that have been paid or that have been delivered
to the Trustee for cancellation.

Section 2.12.     Defaulted Interest.

                   If the Issuer defaults in a payment of interest on the Notes,
the Issuer 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, in each case at the rate provided in the Notes and in Section 4.1
hereof. Such defaulted interest may be paid by the Issuer, at its election, as
provided in clause (i) or (ii) below.

                  (i) The Issuer 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 Issuer 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 Issuer (or, upon
the written request of the Issuer, the Trustee in the name and at the expense of
the Issuer) shall
<PAGE>
                                      -36-


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.

                  (ii) The Issuer may make payment of the defaulted interest in
any other manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, if, after notice is given to the Trustee of the
proposed payment pursuant to this clause (ii), such manner of payment shall be
deemed practicable by the Trustee.

Section 2.13.     Persons Deemed Owners.

                   Prior to due presentment of a Note for registration of
transfer the Issuer, the Trustee, any Paying Agent, any co-registrar and any
Registrar may deem and treat the person in whose name any Note shall be
registered upon the register of Notes kept by the Registrar as the absolute
owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Issuer, any co-registrar or any Registrar) for the purpose
of receiving all payments with respect to such Note and for all other purposes,
and none of the Issuer, the Trustee, any Paying Agent, any co-registrar or any
Registrar shall be affected by any notice to the contrary.

Section 2.14.     CUSIP Numbers.

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

                                  ARTICLE III

                            REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee.

                  If the Issuer elects to redeem Notes pursuant to the
provisions of Section 3.7 or 3.8 hereof, they shall furnish to the Trustee, at
least 30 days but not more than 60 days before the Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee), an Officers'
Certificate setting forth the Section of this Indenture pursuant to which the
redemption shall occur, the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price (provided, however, that in the case of a
partial redemption, or if the Trustee is requested to give notice to Holders of
Notes on behalf of the Issuer pursuant to Section
<PAGE>
                                      -37-


3.3, the Officers' Certificate required hereunder shall be given to the Trustee
not less than 40 days before the Redemption Date, unless a shorter period is
satisfactory to the Trustee).

                  If the Issuer is required to offer to repurchase Notes
pursuant to the provisions of Section 4.15 or 4.17 hereof, it shall notify the
Trustee in writing, at least 45 days but not more than 60 days before the
Purchase Date (unless a shorter period shall be satisfactory to the Trustee), of
the Section of this Indenture pursuant to which the repurchase shall occur, the
Purchase Date, the principal amount of Notes required to be repurchased and the
Purchase Price and shall furnish to the Trustee an Officers' Certificate to the
effect that the Issuer is required to make or have made a Prepayment Offer or a
Change of Control Offer, as the case may be.

                  If the Registrar is not the Trustee, the Issuer shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

Section 3.2.      Selection of Notes.

                  If less than all of the Notes are to be redeemed, the Trustee
shall select the Notes or portions thereof to be redeemed either (1) in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or (2) if the Notes are not then listed
on a national securities exchange, on a pro rata basis, by lot or by such method
as the Trustee shall deem fair and appropriate. In the event of partial
redemption by lot, the particular Notes or portions thereof to be redeemed shall
be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the Redemption Date by the Trustee from the outstanding Notes not
previously called for redemption.

                  If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.17 hereof, the Trustee shall select the
Notes or portions thereof to be repurchased in compliance with Section 4.17. In
the event of partial repurchase by lot, the particular Notes or portions thereof
to be repurchased shall be selected at the close of business of the last
Business Day prior to the Purchase Date. If less than all of the Notes tendered
are to be repurchased pursuant to the provisions of Section 3.8 (a) hereof, the
Trustee shall select the Notes only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to DTC procedures) unless such method is
otherwise prohibited.

                  The Trustee shall promptly notify the Issuer in writing of the
Notes or portions thereof selected for redemption or repurchase and, in the case
of any Note selected for partial redemption or repurchase, the principal amount
thereof to be redeemed or repurchased. Notes and portions thereof selected shall
be in amounts of $1,000 or integral multiples of $1,000; except that if all of
the Notes of a Holder are to be redeemed, the entire outstanding amount of
<PAGE>
                                      -38-


Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed
or repurchased. No Notes of a principal amount of $1,000 or less shall be
redeemed in part.

Section 3.3.      Notice of Optional or Special Redemption.

                  In the event Notes are to be redeemed pursuant to Section 3.7
or 3.8 hereof, at least 30 days but not more than 60 days before the Redemption
Date, the Issuer shall mail a notice of redemption to each Holder whose Notes
are to be redeemed in whole or in part, with a copy to the Trustee; provided
that redemption notices may be mailed more than 60 days prior to a Redemption
Date if such notice is issued in connection with a Legal Defeasance or Covenant
Defeasance pursuant to Article VIII hereof or a satisfaction and discharge of
this Indenture pursuant to Article XI hereof.

                  The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) 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 will be issued;

                  (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 Issuer defaults in making the redemption
         payment, interest and any Additional Interest on Notes called for
         redemption will cease to accrue on and after the Redemption Date;

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

                  (h) the paragraph of the Notes pursuant to which the Notes
         called for redemption are being redeemed; and
<PAGE>
                                      -39-


                  (i) 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 and that reliance may be placed only on the other
         identification numbers printed on the Notes.

                  At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at its expense; provided that the Issuer
shall deliver to the Trustee, at least 40 days prior to the Redemption Date, the
Officer's Certificate required by Section 3.1 and 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 (unless a
shorter period is acceptable to the Trustee).

Section 3.4.      Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, plus accrued and unpaid
Additional Interest, if any, and accrued and unpaid interest to the Redemption
Date; provided, however, that, if the Redemption Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest and Additional Interest shall be paid to the person in whose
name a Note is registered at the close of business on the record date, and no
Additional Interest shall be payable to Holders who surrendered Notes.

Section 3.5.      Deposit of Redemption Price or Purchase Price.

                  On or before 10:00 a.m. Eastern Time on each Redemption Date
or Purchase Date, the Issuer shall irrevocably deposit with the Trustee or with
the Paying Agent money sufficient to pay the aggregate amount due on all Notes
to be redeemed or repurchased on that date. The Trustee or the Paying Agent
shall promptly return to the Issuer any money not required for that purpose.

                  Unless the Issuer defaults in making such payment, interest
and any Additional Interest on the Notes to be redeemed or repurchased will
cease to accrue on the applicable Redemption Date or Purchase Date, whether or
not such Notes are presented for payment. If any Note called for redemption
shall not be so paid upon surrender because of the failure of the Issuer to
comply with the preceding paragraph, interest will be paid on the unpaid
principal, from the applicable Redemption Date or Purchase Date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.1 hereof.
<PAGE>
                                      -40-


Section 3.6.      Notes Redeemed or Repurchased in Part.

                  Upon surrender of a Note that is redeemed or repurchased in
part, the Issuer shall issue and the Trustee shall authenticate for the Holder
at the expense of the Issuer a new Note equal in principal amount to the portion
of the Note surrendered that is not to be redeemed or repurchased.

Section 3.7.      Optional Redemption.

                  The Issuer may redeem any or all of the Notes at any time on
or after February 15, 2009 at the Redemption Prices set forth in paragraph 5 of
the Notes (an "Optional Redemption").

                  Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Sections 3.1 through 3.6
hereof.

Section 3.8.      Optional Redemption Upon Public Equity Offerings.

                  (a) In the event the Issuer completes one or more Public
Equity Offerings on or before February 17, 2007, the Issuer may, at its option,
use the net cash proceeds from any such Public Equity Offering to redeem up to a
maximum 35% of the initially outstanding aggregate principal amount of the Notes
(a "Special Redemption") at a Redemption Price of 107.25% of the principal
amount thereof, together with accrued and unpaid interest and Additional
Interest, if any, to the date of redemption; provided, however, that at least
65% of the principal amount of the Notes will remain outstanding immediately
after each such Special Redemption.

                  (b) As used in paragraph (a) above, "Public Equity Offering"
means an underwritten public offering of Qualified Stock of Parent or the Issuer
pursuant to a registration statement filed with the Commission in accordance
with the Securities Act; provided that in the event of a Public Equity Offering
by Parent, Parent contributes to the capital of the Issuer as common equity the
portion of the net cash proceeds of such Public Equity Offering necessary to pay
the aggregate redemption price (plus accrued and unpaid interest thereon to the
redemption date) of the Notes to be redeemed pursuant to the preceding
paragraph.

                  Any redemption pursuant to this Section 3.8 shall be made
pursuant to the provisions of Sections 3.1 through 3.6
hereof.

Section 3.9.      Repurchase upon Change of Control Offer.

                  In the event that, pursuant to Section 4.15 hereof, the Issuer
shall be required to commence a Change of Control Offer, it shall follow the
procedures specified below.
<PAGE>
                                      -41-


                  The Change of Control Offer shall remain open for a period
from the date of the mailing of the notice of the Change of Control Offer
described in the next paragraph until three Business Days prior to the Purchase
Date for the Change of Control, which shall be a date determined by the Issuer
which is at least 30 but no more than 60 days from the date of mailing of such
notice, except to the extent that a longer period is required by applicable law
(the "Change of Control Payment Date"). On the Purchase Date, which shall be the
Change of Control Payment Date, the Issuer shall purchase the principal amount
of Notes properly tendered in response to the Change of Control Offer.

                  Within 30 days following any Change of Control, the Issuer
shall send, by first class mail, a notice to (i) the Dow Jones News Service or
similar business news service in the United States and (ii) to the Trustee and
each of the Holders. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Change of
Control Offer. The Change of Control Offer shall be made to all Holders. The
notice, which shall govern the terms of the Change of Control Offer, shall
state:

                  (a) that a Change of Control has occurred and a Change of
         Control Offer is being made pursuant to Sections 3.9 and 4.15 and that
         all Notes timely tendered will be accepted for payment;

                  (b) the Change of Control Payment and the Change of Control
         Payment Date, subject to any contrary requirements of applicable law;

                  (c) that any Note (or portions thereof) not properly tendered
         or otherwise not accepted for repurchase will continue to accrue
         interest and Additional Interest, if any;

                  (d) that, unless the Issuer defaults in the payment of the
         amount due on the Change of Control Payment Date, all Notes or portions
         thereof accepted for repurchase pursuant to the Change of Control Offer
         shall cease to accrue interest and Additional Interest, if any, on the
         Change of Control Payment Date;

                  (e) a description of the transaction or transactions
         constituting the Change of Control;

                  (f) that Holders electing to have any Notes purchased pursuant
         to the Change of Control Offer will be required to tender the Notes,
         with the form entitled Option of Holder To Elect Purchase on the
         reverse of the Notes completed, or transfer the Notes by book-entry
         transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a
         Paying Agent at the address specified in the notice not later than the
         close of business on the third Business Day preceding the Change of
         Control Payment Date;
<PAGE>
                                      -42-


                  (g) that Holders will be entitled to withdraw their election
         if the Issuer, the Depositary or the Paying Agent, as the case may be,
         receives, not later than the close of business on the third Business
         Day preceding the Change of Control Payment Date, a telegram, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of Notes delivered for repurchase, and a statement
         that such Holder is withdrawing his election to have the Notes redeemed
         in whole or in part; and

                  (h) that Holders whose Notes are being repurchased only in
         part will be issued new Notes equal in principal amount to the portion
         of the Notes tendered (or transferred by book-entry transfer) that is
         not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                  On or before the Change of Control Payment Date, the Issuer
shall, to the extent lawful, (i) accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer and (ii)
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 repurchased by the Issuer. The Paying Agent shall
promptly (but in any case not later than five days after the Change of Control
Payment Date) mail to each Holder of Notes so repurchased the amount due in
connection with such Notes, and the Issuer shall promptly issue a new Note, and
the Trustee, upon written request from the Issuer shall authenticate and mail or
deliver (or cause to transfer by book entry) to each relevant Holder a new Note,
in a principal amount equal to any unpurchased portion of the Notes surrendered
to the Holder thereof; provided that each such new Note shall be in a principal
amount of $l,000 or and integral multiple thereof. The Issuer shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

                  If the Change of Control Payment Date is on or after an
interest record date and on or before the related interest payment date, any
accrued and unpaid interest and Additional Interest, if any, in each case to the
Change of Control Payment Date, shall be paid to the Person in whose name a Note
is registered at the close of business on such record date, and no additional
interest shall be payable to Holders pursuant to the Change of Control Offer.

Section 3.10.     Repurchase upon Application of Excess Proceeds.

                   In the event that, pursuant to Section 4.17 hereof, the
Issuer shall be required to commence a Prepayment Offer, it shall follow the
procedures specified below.

                   Each Prepayment Offer will be mailed to the record Holders as
shown on the register of Holders within 5 Business Days following the date the
Issuer is first required to commence a Prepayment Offer, with a copy to the
Trustee, and shall be accompanied by such information regarding the Issuer and
its Subsidiaries as the Issuer in good faith believes will enable the Holders to
make an informed decision with respect to the Prepayment Offer. Upon
<PAGE>
                                      -43-


receiving notice of the Prepayment Offer, Holders may elect to tender their
Notes in whole or in part in integral multiples of $1,000 in exchange for cash.
The Prepayment Offer shall remain open until three Business Days prior to the
Purchase Date. The notice, which shall govern the terms of the Prepayment Offer,
shall state:

                  (a) that a Prepayment Offer is being made pursuant to this
         Section 3.10 and Section 4.17 hereof;

                  (b) the purchase price and the Purchase Date (as defined
         below) subject to any contrary requirements of applicable law, no less
         than 30 days nor more than 60 days from the date the Prepayment Offer
         Notice is mailed (the "Purchase Date");

                  (c) that any Note not properly tendered or otherwise not
         accepted for repurchase shall continue to accrue interest and
         Additional Interest, if any;

                  (d) that, unless the Issuer defaults in the payment of the
         amount due on the Purchase Date, all Notes or portions thereof accepted
         for repurchase pursuant to the Prepayment Offer shall cease to accrue
         interest and Additional Interest, if any, after the Purchase Date;

                  (e) the aggregate principal amount of the Notes (or portions
         thereof) to be purchased;

                  (f) that Holders electing to have any Notes repurchased
         pursuant to the Prepayment Offer shall be required to tender the Notes,
         with the form entitled Option of Holder To Elect Purchase on the
         reverse of the Notes completed, or transfer the Notes by book-entry
         transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a
         Paying Agent at the address specified in the notice prior to the close
         of business on the third Business Day preceding the Purchase Date;

                  (g) that Holders will be entitled to withdraw their election
         if the Issuer, the Depositary or the Paying Agent, as the case may be,
         receives, not later than the close of business on the third Business
         Day preceding the Purchase Date, a telegram, facsimile transmission or
         letter setting forth the name of the Holder, the principal amount of
         the Notes delivered for repurchase and a statement that such Holder is
         withdrawing his election to have such Notes repurchased in whole or in
         part;

                  (h) that, to the extent Holders properly tender Notes and
         holders of Pari Passu Indebtedness properly tender such Indebtedness in
         an amount exceeding the Excess Proceeds, the tendered Notes and Pari
         Passu Indebtedness will be purchased on a pro rata basis based on the
         aggregate amounts of Notes and Pari Passu Indebtedness tendered (and
         the Trustee shall select the tendered Notes of tendering Holders on a
         pro rata basis based on the amount of Notes tendered); and
<PAGE>
                                      -44-


                  (i) that Holders whose Notes are being repurchased only in
         part will be issued new Notes equal in principal amount to the portion
         of the Notes tendered (or transferred by book-entry transfer) that is
         not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                   On or before the Purchase Date, the Issuer shall to the
extent lawful, (i) accept for payment, on a pro rata basis in accordance with
this Indenture to the extent necessary, the Excess Proceeds of Notes and Pari
Passu Indebtedness or portions thereof properly tendered pursuant to the
Prepayment Offer, or if less than the Excess Proceeds has been tendered, all
Notes and Pari Passu Indebtedness properly tendered and (ii) 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 repurchased by the Issuer. The Paying Agent shall promptly (but in any
case not later than five days after the Purchase Date) mail to each Holder of
Notes so repurchased the amount due in connection with such Notes, and the
Issuer shall promptly issue a new Note, and the Trustee, upon written request
from the Issuer shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion to the Holder
thereof; provided that each such new Note shall be in a principal amount of
$1,000 or an integral multiple thereof. The Issuer shall publicly announce the
results of the Prepayment Offer on or as soon as practicable after the Purchase
Date.

                   If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest and Additional Interest, if any, in each case to the Purchase Date,
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders pursuant to the Prepayment Offer.

                                   ARTICLE IV

                                    COVENANTS

Section 4.1.      Payment of Notes.

                  The Issuer shall promptly pay or cause to be paid the
principal, Redemption Price and Purchase Price of, and interest on, the Notes on
the dates, in the amounts and in the manner provided in the Notes and in this
Indenture. Principal, Redemption Price, Purchase Price and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal,
Redemption Price, Purchase Price and interest then due.

                  Interest on the Notes will accrue from the most recent date to
which interest has been paid or, of no interest has been paid, from and
including the Issue Date to but excluding the date of payment.
<PAGE>
                                      -45-


                  The Issuer shall pay interest (including post-petition
interest in any proceeding under Bankruptcy Law) on overdue principal,
Redemption Price and Purchase Price at the rate specified therefor in the Notes,
and it shall pay interest (including post-petition interest in any proceeding
under Bankruptcy Law) on overdue installments of interest at the same rate to
the extent lawful.

Section 4.2.      Maintenance of Office or Agency.

                  The Issuer will maintain in the Borough of Manhattan in The
City of New York, State of New York, an office or agency in accordance with
Section 2.3.

Section 4.3.      Money for Note Payments to Be Held in Trust.

                  The Issuer will, on or before each due date of the principal
of or interest on, any Notes, deposit with a Paying Agent a sum in same day
funds sufficient to pay the principal or interest so becoming due, such sum to
be held in trust for the benefit of the Holders entitled to such principal or
interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly
notify the Trustee of such action or any failure so to act. The Issuer will
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent will agree with the Trustee,
subject to the provisions of this Section 4.3, that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
         of or interest on Notes in trust for the benefit of the Holders
         entitled thereto until such sums shall be paid to such Holders or
         otherwise disposed of as herein provided;

                  (b) give the Trustee notice of any Default by the Issuer (or
         any other obligor upon the Notes) in the making of any payment of
         principal of or interest on the Notes;

                  (c) at any time during the continuance of any such Default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent; and

                  (d) acknowledge, accept and agree to comply in all aspects
         with the provisions of this Indenture relating to the duties, rights
         and liabilities of such Paying Agent.

                  The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuer or
such Paying Agent; and, upon such payment by any Paying Agent to the
<PAGE>
                                      -46-


Trustee, such Paying Agent will be released from all further liability with
respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal of or
interest on any Note and remaining unclaimed for two years after such principal
or interest has become due and payable shall be paid to the Issuer upon receipt
of an Issuer request therefor, or (if then held by the Issuer) will be
discharged from such trust; and the Holder of such Note will thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, will thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Issuer 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 Issuer.

                  If the Issuer 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. If the Issuer is acting as Paying Agent, upon any bankruptcy
or reorganization proceedings relating to the Issuer, the Trustee shall serve as
Paying Agent for the Notes.

Section 4.4.      Corporate Existence.

                  Subject to Article 5, the Issuer will do or cause to be done
all things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory), licenses and franchises of the Issuer
and each of the Restricted Subsidiaries; provided, however, that the Issuer will
not be required to preserve any such right, license or franchise if the Board of
Directors of the Issuer shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and the Restricted
Subsidiaries as a whole and that the loss thereof is not adverse in any material
respect to the Holders; provided, further, that the foregoing will not prohibit
a sale, transfer or conveyance of a Subsidiary of the Issuer or any of its
assets in compliance with the terms of this Indenture.

Section 4.5.      Payment of Taxes and Other Claims.

                  The Issuer will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed (i) upon the Issuer or
any of its Subsidiaries or (ii) upon the income, profits or property of the
Issuer or any of the Subsidiaries and (b) all material lawful claims for labor,
materials and supplies, which, if unpaid, could reasonably be expected to become
a Lien upon the property of the Issuer or any of the Subsidiaries; provided,
however, that the Issuer will not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment,
<PAGE>
                                      -47-


charge or claim whose amount, applicability or validity is being contested in
good faith and by appropriate proceedings properly instituted and diligently
conducted, or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.

Section 4.6.      Maintenance of Properties.

                  The Issuer will cause all material properties owned by the
Issuer or any of the Restricted Subsidiaries or used or held for use in the
conduct of their respective businesses to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Issuer may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.6 will prevent the Issuer from discontinuing the
maintenance of any of such properties if such discontinuance is, in the judgment
of the Issuer, desirable in the conduct of its business or the business of any
of the Restricted Subsidiaries and is not disadvantageous in any material
respect to the Holders.

Section 4.7.      Insurance.

                  The Issuer shall provide or cause to be provided, for itself
and the Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Issuer, are adequate and appropriate for the conduct
of the business of the Issuer and the Restricted Subsidiaries in a prudent
manner, with insurers believed by the Issuer in good faith to be financially
sound and responsible or with the government of the United States of America or
an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be either (i) consistent with past practices of the
Issuer or the applicable Restricted Subsidiary or (ii) customary, in the
reasonable, good faith opinion of the Issuer, for corporations similarly
situated in the industry, unless the failure to provide such insurance (together
with all other such failures) would not have a material adverse effect on the
financial condition or results of operations of the Issuer and the Restricted
Subsidiaries, taken as a whole.

Section 4.8.      Books and Records.

                  The Issuer will, and will cause each of the Restricted
Subsidiaries to, keep proper books of record and account, in which full and
correct entries will be made of all financial transactions and the assets and
business of the Issuer and each Restricted Subsidiary of the Issuer in
accordance with GAAP, consistently applied.

Section 4.9.      Compliance Certificate.

                  The Issuer shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Issuer and the
<PAGE>
                                      -48-


Restricted Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Issuer and the Restricted Subsidiaries have kept, observed, performed and
fulfilled their respective obligations under this Indenture in all material
respects, and further stating, as to each such Officer signing such certificate,
that to the best of his or her knowledge the Issuer and the Restricted
Subsidiaries have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture in all material respects and are not in
Default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (and, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default, and the actions
being taken by the Issuer to address the matter) of which he or she may have
knowledge, and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which, payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event.

                  The Issuer shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith (and in any event within five Business Days)
upon any Officer of the Issuer becoming aware of any Default or Event of Default
an Officers' Certificate specifying such Default or Event of Default.

Section 4.10.     Commission Reports.

                  The Issuer shall file with the Trustee and provide Holders,
within 15 days after it files them with the Commission, copies of its annual
report and the information, documents and other reports which the Issuer is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act. Notwithstanding that the Issuer may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Issuer shall continue to file with the Commission and provide the
Trustee and Holders with the annual reports and the information, documents and
other reports as are specified in Sections 13 and 15(d) of the Exchange Act and
applicable to a United States corporation subject to such sections at the times
specified for the filing of such information. The Issuer also shall comply with
the other provisions of TIA Section 314(a).

                  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 Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.11.     Limitation on Indebtedness.

                  The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur any Indebtedness; provided,
however, that (a) if after giving pro forma effect to the application of the
proceeds thereof, no Default or Event of Default would occur as
<PAGE>
                                      -49-


a consequence of such Incurrence or be continuing following such Incurrence, the
Issuer may Incur Indebtedness and Restricted Subsidiaries may borrow or
Guarantee borrowings under the Credit Facility or Incur Indebtedness that is
Vendor Financing if on the date of the Incurrence of such Indebtedness, after
giving effect to the Incurrence of such Indebtedness and the receipt and
application of the proceeds thereof, the Leverage Ratio of the Issuer and the
Restricted Subsidiaries (on a consolidated basis) would not exceed 6.0 and (b)
Permitted Indebtedness may be Incurred.

                  "Permitted Indebtedness" is defined to include any and all of
the following: (i) Indebtedness pursuant to the Credit Facility incurred under
this clause (i) in an aggregate principal amount outstanding at any time not to
exceed the greater of (a) $250 million, reduced by the amount of any prepayments
made on the Indebtedness incurred under the Credit Facility pursuant to Section
4.17 or (b) 3.0 times Trailing EBITDA of the Issuer and its Restricted
Subsidiaries; provided, however, that the amount of Indebtedness permitted to be
incurred pursuant to either clause (a) or (b) is reduced by the amount of then
outstanding Vendor Financing, or refinancing thereof, secured by a Lien,
incurred pursuant to clause (xii), or pursuant to clause (iii) in the case of a
refinancing, of the definition of Permitted Liens; (ii) Indebtedness of the
Issuer evidenced by the Notes issued on the Issue Date; (iii) Indebtedness of
the Issuer owing to and held by a Restricted Subsidiary and Indebtedness of a
Restricted Subsidiary owing to and held by the Issuer or any Restricted
Subsidiary; provided, however, that any event that results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
transfer of any such Indebtedness (except to the Issuer or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the issuer thereof; provided, further, that any Indebtedness of
the Issuer owing to and held by a Restricted Subsidiary shall be expressly
subordinated to the Notes; (iv) Indebtedness (other than Indebtedness permitted
by the immediately preceding paragraph or elsewhere in this paragraph) in an
aggregate principal amount outstanding at any time not to exceed $15 million;
(v) Indebtedness under Interest Rate Agreements entered into for the purpose of
limiting interest rate risks, provided, that the obligations under such
agreements are related to payment obligations on Indebtedness otherwise
permitted by the terms of this Section 4.11; (vi) Indebtedness in connection
with one or more standby letters of credit or performance bonds issued in the
ordinary course of business or pursuant to self-insurance obligations and not in
connection with the borrowing of money or the obtaining of advances or credit;
(vii) Indebtedness outstanding on the Issue Date other than under the Credit
Facility (after giving effect to the application of the proceeds of the sale of
the Notes); and (viii) Permitted Refinancing Indebtedness Incurred in respect of
Indebtedness Incurred pursuant to clause (a) of the immediately preceding
paragraph and clauses (ii) and (vii) above.
<PAGE>
                                      -50-


Section 4.12.     Prohibition on Incurrence of Certain Indebtedness.

                  The Issuer shall not incur any Indebtedness that is
subordinated to any other Indebtedness of the Issuer unless such Indebtedness is
subordinated on the same basis to the Notes.

Section 4.13.     Limitation on Restricted Payments.

                  The Issuer shall not make, and shall not permit any Restricted
Subsidiary to make, directly or indirectly, any Restricted Payment if at any
time of and after giving effect to, such proposed Restricted Payment: (a) a
Default or an Event of Default shall have occurred and be continuing, (b) the
Issuer could not Incur at least $1.00 of additional Indebtedness pursuant to
Section 4.11(a), or (c) the aggregate amount of such Restricted Payment and all
other Restricted Payments made since August 1, 1997 (the amount of any
Restricted Payment, if made other than in cash, to be based upon Fair Market
Value) would exceed an amount equal to the sum of: (i) the excess of (A)
Cumulative EBITDA over (B) the product of 1.5 and Cumulative Interest Expense,
(ii) Capital Stock Sale Proceeds, (iii) the amount by which Indebtedness of the
Issuer or any Restricted Subsidiary is reduced on the Issuer's balance sheet
upon the conversion or exchange (other than by a Subsidiary of the Issuer)
subsequent to the Issue Date of any Indebtedness of the Issuer or any Restricted
Subsidiary convertible or exchangeable for Capital Stock (other than
Disqualified Stock) of the Issuer (less the amount of any cash or other Property
distributed by the Issuer or any Restricted Subsidiary upon conversion or
exchange) and (iv) an amount equal to the net reduction in Investments made by
the Issuer and its Restricted Subsidiaries subsequent to the Issue Date in any
Person resulting from (A) dividends, repayment of loans or advances, or other
transfers or distributions of Property (but only to the extent the Issuer
excludes such transfers or distributions from the calculation of Cumulative
EBITDA for purposes of clause (c)(i)(A) above), in each case to the Issuer or
any Restricted Subsidiary from any Person or (B) the redesignation of any
Unrestricted Subsidiary as a Restricted Subsidiary, not to exceed, in the case
of (A) or (B) of this subclause (iv), the amount of such Investments previously
made by the Issuer and its Restricted Subsidiaries in such Person or such
Unrestricted Subsidiary, as the case may be, which were treated as Restricted
Payments; provided, however, that in no event shall the amount available for
Restricted Payments pursuant to this sentence with respect to the period from
August 1, 1997 to the Issue Date exceed the correlative amount that would have
been available with respect to such period under the indenture relating to the
9-3/4% Senior Notes due 2007 of the Issuer.

                  Notwithstanding the foregoing limitation, the Issuer and its
Restricted Subsidiaries, may:

                  (1) pay dividends on its Capital Stock within 60 days of the
         declaration thereof if, on the declaration date, such dividends could
         have been paid in compliance with this Indenture,
<PAGE>
                                      -51-


                  (2) redeem, repurchase, defease, acquire or retire for value,
         any Indebtedness subordinate (whether pursuant to its terms or by
         operation of law) in right of payment to the Notes with the proceeds of
         any Indebtedness that is Permitted Refinancing Indebtedness in respect
         of such subordinated Indebtedness,

                  (3) acquire, redeem or retire Capital Stock of the Issuer or
         Indebtedness subordinate (whether pursuant to its terms or by operation
         of law) in right of payment to the Notes in exchange for, or in
         connection with a substantially concurrent issuance of, Capital Stock
         of the Issuer (other than Disqualified Stock and other than Capital
         Stock issued or sold to a Subsidiary of the Issuer or an employee stock
         ownership plan or other trust established by the Issuer or any
         Subsidiary of the Issuer),

                  (4) when the Issuer could incur at least one dollar of
         additional Indebtedness pursuant to Section 4.11(a), make Investments
         in Persons the primary businesses of which are Related Businesses
         (other than Investments in the Capital Stock of the Issuer) in an
         amount at any time outstanding not to exceed in the aggregate for all
         such Investments made in reliance upon this clause (4), the sum of (a)
         $35 million and (b) an amount equal to the net reduction in Investments
         made by the Issuer and its Restricted Subsidiaries subsequent to the
         Issue Date in any Person resulting from payments of dividends,
         repayment of loans or advances, or other transfers or distributions of
         Property (to the extent not included in EBITDA) to the Issuer or any
         Restricted Subsidiary from any Person (but only to the extent such net
         reduction in Investments has not been utilized to permit a Restricted
         Payment pursuant to clause (c)(i) or (c)(iv) in the first paragraph of
         this covenant) not to exceed, in the case of clause (4)(b), the amount
         of such Investments previously made by the Issuer and its Restricted
         Subsidiaries in such Person which were treated as Restricted Payments,

                  (5) purchase or redeem Capital Stock in connection with the
         repurchase provisions under employee stock option or stock purchase
         agreements or other agreements to compensate management employees of
         Parent, the Issuer or one of its Subsidiaries; provided, however, that
         the amount paid in connection with all such redemptions or repurchases
         pursuant to this clause (5) shall not exceed in any fiscal year $2
         million in the aggregate, and

                  (6) additional Restricted Payments up to an aggregate amount
         of $65 million if at the time of making any such Restricted Payment,
         the Leverage Ratio of the Issuer and its Restricted Subsidiaries (on a
         consolidated basis) is less than 5.0 to 1.0.

                  Any payments made pursuant to clauses (2) and (3) of the
immediately preceding paragraph shall be excluded from the calculation of the
aggregate amount of Restricted Payments made after the Issue Date; provided,
however, that the proceeds from the issuance of Capital Stock pursuant to clause
(3) of the immediately preceding paragraph shall not constitute Capital Stock
Sale Proceeds for purposes of clause (c)(ii) of the first paragraph of this
Section 4.13. The Issuer may, at the time of any Restricted Payment, designate,
by delivery to the Trustee of an Officers' Certificate referencing this Section
4.13 and such designation, whether such Restricted Payment is being made in
accordance with the first paragraph of this
<PAGE>
                                      -52-


Section 4.13 or, if applicable, the clause of the preceding paragraph pursuant
to which such Restricted Payment is being made.

Section 4.14.     Limitation on Transactions with Affiliates.

                  The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including the
purchase, sale, transfer, lease or exchange of any Property or the rendering of
any service) with, or for the benefit of, any Affiliate of the Issuer (an
"Affiliate Transaction") unless:

                  (a) the terms of such Affiliate Transaction are (i) set forth
         in writing, (ii) in the best interest of the Issuer or such Restricted
         Subsidiary, as the case may be, and (iii) no less favorable to the
         Issuer or such Restricted Subsidiary, as the case may be, than those
         that could be obtained in a comparable arm's-length transaction with a
         Person that is not an Affiliate of the Issuer or such Restricted
         Subsidiary,

                  (b) with respect to an Affiliate Transaction involving
         aggregate payments or value in excess of $15 million, the Board of
         Directors of the Issuer (including a majority of the disinterested
         members of the Board of Directors of the Issuer) approves such
         Affiliate Transaction and, in its good faith judgment, believes that
         such Affiliate Transaction complies with clauses (a)(ii) and (iii) of
         this paragraph as evidenced by a Board Resolution and

                  (c) with respect to an Affiliate Transaction involving
         aggregate payments or value in excess of $25 million, the Issuer
         obtains a written opinion from an independent appraisal firm to the
         effect that such Affiliate Transaction is fair, from a financial point
         of view, to the Issuer or such Restricted Subsidiary, as applicable.

                  Notwithstanding the foregoing limitation, the Issuer may enter
into or suffer to exist the following:

                  (i) any transaction pursuant to any contract in existence on
         the Issue Date on the terms of such contract as in effect on the Issue
         Date;

                  (ii) any transaction or series of transactions between the
         Issuer and one or more of its Restricted Subsidiaries or between two or
         more of its Restricted Subsidiaries;

                  (iii) any Restricted Payment permitted to be made pursuant to
         Section 4.13;
<PAGE>
                                      -53-


                  (iv) the payment of compensation (including, amounts paid
         pursuant to employee benefit plans) for the personal services of
         officers, directors and employees of Parent, Issuer or any of its
         Restricted Subsidiaries, so long as the Board of Directors of the
         Issuer in good faith shall have approved the terms thereof and deemed
         the services theretofore or thereafter to be performed for such
         compensation or fees to be fair consideration therefore; and

                  (v) loans and advances to employees of Parent, the Issuer or
         such Restricted Subsidiary made in the ordinary course of business and
         consistent with past practice of Parent, Issuer or any Restricted
         Subsidiary, as the case may be, provided, that such loans and advances
         do not exceed in the aggregate $6 million at any one time outstanding.

Section 4.15.     Change of Control Offer.

                  (a) Upon the occurrence of a Change of Control, the Issuer
shall notify the Trustee in writing of such occurrence and shall make an offer
to purchase (the "Change of Control Offer") the Notes at a purchase price equal
to 101% of the principal amount thereof, plus any accrued and unpaid interest
thereon, if any, to the Change of Control Payment Date (the "Change of Control
Payment") in accordance with the procedures set forth in Section 3.9.

                  (b) The Issuer will 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 Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                  (c) The Issuer shall comply with the requirements of Rule
14(e)-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the purchase of Notes in connection with a Change of Control Offer. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.15 and Section 3.9, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section 4.15 or Section 3.9 by virtue
thereof.

Section 4.16.     Limitation on Liens.

                  The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other
than Permitted Liens) upon any of its Property, whether now owned or hereafter
acquired, or any interest therein, or any income or profits therefrom, unless:
<PAGE>
                                      -54-


                  (a) with respect to any Restricted Subsidiary, such Lien
         secures Indebtedness other than Guarantees of Indebtedness of the
         Issuer or

                  (b) effective provision has been or will be made whereby the
         Notes will be secured by such Lien equally and ratably with all other
         Indebtedness of the Issuer or any Restricted Subsidiary secured by such
         Lien;

provided, however, that no Lien may be granted with respect to Indebtedness of
the Issuer that is subordinated to the Notes.

Section 4.17.     Limitation on Asset Sales.

                  The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale after the Issue
Date unless:

                  (i) the Issuer or such 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 Property subject to such Asset Sale;

                  (ii) (A) at least 80% of the consideration paid to the Issuer
or such Restricted Subsidiary in connection with such Asset Sale is in the form
of cash or cash equivalents or (B) the consideration paid to the Issuer or such
Restricted Subsidiary is determined in good faith by the Board of Directors of
the Issuer, as evidenced by a Board Resolution, to be substantially comparable
in type to the assets being sold; provided, however, this clause (ii) shall not
apply to any sales of property or equipment that have become worn out, obsolete
or damaged or otherwise unsuitable for use in connection with the business of
the Issuer or any Restricted Subsidiary, as the case may be.

                  The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Issuer or a Restricted Subsidiary (A) to prepay,
repay or purchase Indebtedness under the Credit Facility or Indebtedness of a
Restricted Subsidiary (excluding Indebtedness owed to the Issuer or an Affiliate
of the Issuer); or (B) to reinvest in Additional Assets (including by means of
an Investment in Additional Assets by a Restricted Subsidiary with Net Available
Cash received by the Issuer or another Restricted Subsidiary).

                  Any Net Available Cash from an Asset Sale not applied in
accordance with the preceding paragraph within one year from the date of such
Asset Sale or the receipt of such Net Available Cash shall constitute "Excess
Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million
(taking into account income earned on such Excess Proceeds), the Issuer will be
required to make an offer to purchase (the "Prepayment Offer") the Notes, and
any other Indebtedness, if any, that ranks pari passu with the Notes and
contains similar provisions requiring an Asset Sale prepayment offer, on a pro
rata basis, at a purchase price equal to 100% of the principal amount thereof
plus accrued and unpaid interest thereon
<PAGE>
                                      -55-


(if any) to the date of purchase in accordance with the procedures (including
prorating in the event of oversubscription) set forth in this Indenture (or, in
the event of Indebtedness that is discounted, at a price of the then accreted
value thereof); provided, however, if any other such Indebtedness that ranks
pari passu with the Notes does not contain similar Asset Sale prepayment offer
provisions with regard to the pro rata repayment of such other Indebtedness and
the Notes, the Issuer will be required to purchase the Notes before purchasing
any other such Indebtedness from such Excess Proceeds. If the aggregate
principal amount of Notes surrendered for purchase by holders thereof exceeds
the amount of Excess Proceeds allocated to the Notes, then the Trustee shall
select the Notes to be purchased pro rata according to principal amount or by
lot with such adjustments as may be deemed appropriate by the Issuer so that
only Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased.

                  To the extent that any portion of the amount of Net Available
Cash remains after compliance with this Section 4.17 and, provided that all
holders of Notes have been given the opportunity to tender their Notes for
purchase as described in Section 3.10, the Issuer or such Restricted Subsidiary
may use such remaining amount for general corporate purposes and the amount of
Excess Proceeds will be reset to zero.

                  The Issuer will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws or regulations thereunder
to the extent such laws and regulations are applicable in connection with the
purchase of Notes as described above. To the extent that the provisions of any
securities laws or regulations conflict with the provisions relating to the
Prepayment Offer, the Issuer will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations in this
Section 4.17 or Section 3.10 by virtue thereof.

Section 4.18.     Limitation on Restrictions on Distributions From Restricted
                  Subsidiaries.


                  The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective, or enter into any agreement with any Person that
would cause to become effective, any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to:

                  (a) pay dividends, in cash or otherwise, or make any other
         distributions on or in respect of its Capital Stock, or pay any
         Indebtedness or other obligation owed, to the Issuer or any other
         Restricted Subsidiary,

                  (b) make any loans or advances to the Issuer or any other
         Restricted Subsidiary or

                  (c) transfer any of its Property to the Issuer or any other
         Restricted Subsidiary,
<PAGE>
                                      -56-


except such limitation will not apply (1) with respect to clauses (a), (b) and
(c), to encumbrances and restrictions (i) in existence under or by reason of any
agreements (not otherwise described in clause (iii)) in effect on the Issue
Date, (ii) relating to Indebtedness of a Restricted Subsidiary and existing at
such Restricted Subsidiary at the time it became a Restricted Subsidiary if such
encumbrance or restriction was not created in connection with or in anticipation
of the transaction or series of related transactions pursuant to which such
Restricted Subsidiary became a Restricted Subsidiary or was acquired by the
Issuer, (iii) any encumbrance or restriction pursuant to (x) the Credit Facility
as in effect on the Issue Date and (y) any agreement which amends, extends,
renews, refinances, replaces or refunds the Credit Facility, provided, however,
that in the case of this subclause (y), such restrictions or encumbrances are no
less favorable to the holders of the Notes than those restrictions or
encumbrances pursuant to the Credit Facility as in effect on the Issue Date
except that provisions in the Credit Facility permitting excess cash flow to be
used for up to $15 million in restricted payments or investments may be deleted;
provided, further, however, that in the case of subclauses (x) and (y), the
provisions of the Credit Facility (A) permit (whether explicitly or as a result
of the relative maturities of the Credit Facility and the Notes) distributions
to the Issuer for the purpose of, and in an amount sufficient to fund the
payment of principal due at stated maturity and interest in respect of the Notes
(provided, in either case, that such payment is due or to become due within 30
days from the date of such distribution) at a time when there does not exist an
event which after notice or passage of time or both would permit the lenders
under the Credit Facility to declare all amounts thereunder due and payable, and
(B) provide that in no event shall any encumbrance or restriction pursuant to
the Credit Facility prohibit distributions for Indebtedness on the Notes for
more than 180 days in any consecutive 360 day period, unless (1) there exists a
default under the Credit Facility resulting from any payment default under the
Credit Facility when due or (2) the maturity of the Credit Facility has been
accelerated, or (iv) which result from the extension, renewal, refinancing,
replacement, refunding or amendment of an agreement referred to in the
immediately preceding clauses (1)(i) and (ii) above and clauses (2)(i) and (ii)
below, provided, such encumbrance or restriction is no more restrictive to such
Restricted Subsidiary and is not materially less favorable to the holders of
Notes than those under or pursuant to the agreement evidencing the Indebtedness
so extended, renewed, refinanced, replaced, refunded or amended, and (2) with
respect to clause (c) only, to (i) any encumbrance or restriction relating to
Indebtedness that is permitted to be Incurred and secured pursuant to Sections
4.11 and 4.16 that limits the right of the debtor to dispose of the assets or
Property securing such Indebtedness, (ii) any encumbrance or restriction in
connection with an acquisition of Property, so long as such encumbrance or
restriction relates solely to the Property so acquired and was not created in
connection with or in anticipation of such acquisition, (iii) customary
provisions restricting subletting or assignment of leases of the Issuer or any
Restricted Subsidiary and customary provisions in other agreements that restrict
assignment of such agreements or rights thereunder or (iv) customary
restrictions contained in asset sale agreements limiting the transfer of such
assets pending the closing of such sales.
<PAGE>
                                      -57-


Section 4.19.     Ownership of Significant Subsidiaries.

                  The Issuer will at all times maintain, either directly or
indirectly, 100% ownership of the Capital Stock of any Person that is or becomes
a Significant Subsidiary of the Issuer; provided, however, that:

                  (1) the Issuer may, directly or indirectly, acquire after the
         Issue Date and thereafter maintain ownership comprising less than 100%
         of the Capital Stock of such Person provided such acquisition is
         otherwise effected in accordance with the terms of this Indenture and

                  (2) the Issuer may transfer, convey, sell or otherwise dispose
         of all or substantially all of the assets of a Significant Subsidiary
         as permitted pursuant to Section 4.17.

Section 4.20.     Operation of Unrestricted Subsidiaries.

                  The Issuer shall cause each of its Unrestricted Subsidiaries:

                  (1) to maintain continuously articles or a certificate of
         incorporation or, in the case of a partnership, a partnership
         agreement;

                  (2) to maintain separate books and records including, without
         limitation, separate financial statements;

                  (3) not to commingle any of its properties or assets with the
         properties or assets of the Issuer or any Restricted Subsidiary;

                  (4) to pay its liabilities, the salaries of its employees and
         all consultant and advisor fees and expenses directly out of funds that
         do not comprise in whole or in part the funds of the Issuer or any of
         its Restricted Subsidiaries; and

                  (5) otherwise to hold itself out as a separate entity.

Section 4.21.     Conduct of Business.

                  The Issuer and its Restricted Subsidiaries will not engage in
any businesses which are not the same, similar, ancillary or reasonably related
to the businesses in which the Issuer and its Restricted Subsidiaries are
engaged on the Issue Date.
<PAGE>
                                      -58-


Section 4.22.     Payments for Consent

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

                                   ARTICLE V

                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets.

                  The Issuer will not merge or consolidate with or into any
other entity (other than a merger of a wholly owned Restricted Subsidiary into
the Issuer) or sell, transfer, assign, lease, convey or otherwise dispose of all
or substantially all of its Property in any one transaction or series of
transactions unless:

                  (1) the entity formed by or surviving any such consolidation
         or merger (if the Issuer is not the surviving entity) or the Person to
         which such sale, transfer, assignment, lease, conveyance or other
         disposition is made (the "Surviving Entity"):

                           (x) shall be a corporation organized and existing
                  under the laws of the United States of America or a State
                  thereof or the District of Columbia; and

                           (y) such corporation expressly assumes, by
                  supplemental indenture in form satisfactory to the Trustee,
                  executed and delivered to the Trustee by such corporation, the
                  due and punctual payment of the principal of, and interest on,
                  all the Notes, according to their tenor, and the due and
                  punctual performance and observance of all the covenants and
                  conditions of this Indenture to be performed by the Issuer;

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

                  (3) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis (including, without
         limitation, any Indebtedness Incurred or anticipated to be Incurred in
         connection with such transaction or series of transactions), the Issuer
<PAGE>
                                      -59-


         or the Surviving Entity, as the case may be, would be able to Incur at
         least $1.00 of additional Indebtedness under Section 4.11(a); and

                  (4) in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all of the
         Issuer's Property, such Property shall have been transferred as an
         entirety or virtually as an entirety to one Person.

                  In connection with any consolidation, merger or transfer
contemplated by this Section 5.1, the Issuer shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, transfer, assignment, lease, conveyance or other
disposition and the supplemental indenture in respect thereof comply with this
Section 5.1 and that all conditions precedent herein provided for relating to
such transaction or transactions have been complied with.

Section 5.2.      Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Issuer in accordance with Section 5.1 hereof, any Surviving Entity shall succeed
to and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such Surviving Entity had been
named as the Issuer herein.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.

                  An "Event of Default" occurs if:

                  (1) the Issuer fails to make any payment of interest on any
         Note when the same becomes due and payable and such failure continues
         for a period of 30 days;

                  (2) the Issuer fails to make any payment of the principal of
         any of the Notes, when the same becomes due and payable at maturity,
         upon acceleration, redemption, optional redemption, required purchase
         or otherwise;

                  (3) the Issuer fails to comply with any other covenant or
         agreement contained in the Notes or this Indenture and such failure
         continues for 30 days after written notice from the Trustee or the
         registered holders of not less than 25% in aggregate principal amount
         of the Notes then outstanding (except in the case of a default with
<PAGE>
                                      -60-


         respect to Section 5.1, which will constitute an Event of Default with
         such notice requirement but without such passage of time requirement);

                  (4) the Issuer or any Restricted Subsidiary defaults under any
         Indebtedness for borrowed money which results in acceleration of the
         maturity of such Indebtedness, or fails to pay any such Indebtedness
         when due within any applicable grace period, in a total amount greater
         than $15,000,000;

                  (5) the Issuer or any Restricted Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

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

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

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

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

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

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

                           (B) appoints a Custodian of the Issuer or any
                  Restricted Subsidiary or for any substantial part of its
                  property; or

                           (C) orders the winding up or liquidation of the
                  Issuer or any Restricted Subsidiary;

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

                  (7) any judgment or judgments for the payment of money in an
         uninsured aggregate amount in excess of $15,000,000 is rendered against
         the Issuer or any Restricted Subsidiary and is not waived, satisfied or
         discharged for any period of 30 consecutive days during which a stay of
         enforcement shall not be in effect.
<PAGE>
                                      -61-


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

Section 6.2.      Acceleration.

                  If an Event of Default with respect to the Notes (other than
an Event of Default specified in clause (5) or (6) of Section 6.1 hereof with
respect to the Issuer or any Restricted Subsidiary) shall have occurred and be
continuing, the Trustee or the registered holders of not less than 25% in
aggregate principal amount of the Notes then outstanding may declare to be
immediately due and payable the principal amount of all the Notes then
outstanding, plus accrued but unpaid interest to the date of acceleration;
provided, however, that after such acceleration but before a judgment or decree
based on acceleration is obtained by the Trustee, the registered holders of a
majority in aggregate principal amount of the Notes then outstanding may rescind
and annul such acceleration if all Events of Default, other than the nonpayment
of accelerated principal or interest, have been cured or waived as provided in
this Indenture.

                  If an Event of Default specified in clause (5) or (6) of
Section 6.1 hereof with respect to the Issuer or any Restricted Subsidiary
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

Section 6.3.      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, interest or Additional Interest, if any, 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, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.
<PAGE>
                                      -62-


Section 6.4.      Waiver of Past Defaults.

                  The Holders of a majority in principal amount of the Notes
then outstanding may waive any existing Default or Event of Default under this
Indenture, and its consequences, except a default in the payment of the
principal of or interest on any Notes. 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 6.5.      Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and (e) hereof.

Section 6.6.      Limitation on Suits.

                  No Holder may institute any proceeding with respect to this
Indenture or the Notes or any remedy hereunder or thereunder unless:

                  (a) such Holder shall have previously given to the Trustee
         written notice of a continuing Event of Default;

                  (b) the Holders of at least 25% in aggregate principal amount
         of the then outstanding Notes have made a written request and offered
         reasonable indemnity to the Trustee to institute such proceeding;

                  (c) the Trustee shall not have received from the Holders of a
         majority in principal amount of the then outstanding Notes a direction
         inconsistent with the request; and

                  (d) the Trustee shall have failed to institute such proceeding
         within 60 days.

provided, however, such limitations do not apply to a suit instituted by a
Holder of any Note for enforcement of payment of the principal of, premium, if
any, or interest on such Note on or after the respective due dates expressed in
such Note.
<PAGE>
                                      -63-


Section 6.7.      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 of or premium, if
any, or interest or Additional Interest, if any, on the Notes held by such
Holder, on or after the respective due dates expressed in the Notes (including
in connection with an offer to repurchase), 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 written consent of such Holder.

Section 6.8.      Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.l(1) or (2)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuer for the whole
amount of principal, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and Additional Interest, if any, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expense, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.9.      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 compensation, expenses, disbursement and
expenses due the Trustee under Section 7.7) and the Holders allowed in any
judicial proceedings relative to the Issuer (or any other obligor upon the
Notes), their creditors or their 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
compensation, expenses, disbursements and advances due the Trustee under Section
7.7 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances due the Trustee under Section 7.7 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.
<PAGE>
                                      -64-


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 for amounts due under Section 7.7
         hereof;

                   Second: to Holders for amounts due and unpaid on the Notes
         for principal, Purchase Price, Redemption Price and Additional
         Interest, if any, and interest, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Notes for
         principal, Purchase Price, Redemption Price and Additional Interest, if
         any, and interest, respectively; and

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

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

Section 6.11.     Undertaking for Costs.

                   In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                  ARTICLE VII

                                     TRUSTEE

Section 7.1.      Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing and
is known to the Trustee, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.
<PAGE>
                                      -65-


                  (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 TIA 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 or the TIA against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, without investigation, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine the certificates and opinions to determine whether or not
         they conform on their face to the requirements of this Indenture.

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

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

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

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5 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
this Section 7.1.

                  (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, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

                  (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 Issuer. Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.
<PAGE>
                                      -66-


Section 7.2.      Rights of Trustee.

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

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officer's 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 own selection and the advice of such counsel and
Opinions 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, accountants,
experts and such other professionals as the Trustee deems necessary, advisable
or appropriate and shall not be responsible for the misconduct or negligence of
any attorney, accountant, expert or other such professional 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. A permissive right or
power granted to the Trustee hereunder shall not be assumed to be a duty.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Issuer shall be sufficiently
evidenced by a written order signed by two Officers of the Issuer.

                  (f) The Trustee shall not be charged with knowledge of any
Default or Event of Default under Section 6.1 hereof (other than under Section
6.1(1) (subject to the following sentence) or Section 6.1(2) hereof) unless
either (i) a Responsible Officer shall have actual knowledge thereof, or (ii)
the Trustee shall have received notice thereof in accordance with Section 12.2
hereof from the Issuer or any Holder of the Notes. The Trustee shall not be
charged with knowledge of the Issuer's obligation to pay Additional Interest, or
the cessation of such obligation, unless the Trustee receives written notice
thereof from the Issuer or any Holder.

                  (g) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.
<PAGE>
                                      -67-


                  (h) The Trustee may request that an Issuer deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person specified as
so authorized in any such certificate previously delivered and not superseded or
by any Officer.

Section 7.3.      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 Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Issuer) to the Commission for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.4.      Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, or the Notes,
it shall not be accountable for the Issuer's use of the proceeds from the Notes
or any money paid to the Issuer or upon the Issuer'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 7.5.      Notice of Defaults.

                  If a Default or Event of Default known to the Trustee occurs
and is continuing, 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 in payment on any Note (including the failure to make a mandatory
repurchase pursuant hereto), 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 7.6.      Reports by Trustee to Holder of the Notes.

                  Within 60 days after each February 15 beginning with the
February 15 following the date of this Indenture, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA ss. 313(a) (but if
no event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall
<PAGE>
                                      -68-


comply with TIA ss. 313(b). The Trustee shall also transmit by mail all reports
as required by TIA ss. 313(c).

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

Section 7.7.      Compensation, Reimbursement and Indemnity.

                  The Issuer shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Issuer and
the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
out-of-pocket expenses incurred or made by or on behalf of it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's attorneys,
accountants, experts and such other professionals as the Trustee deems
necessary, advisable or appropriate.

                  The Issuer shall indemnify the Trustee and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses
(including reasonable attorney's fees and expenses), including taxes (other than
taxes based upon, measured by or determined by 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 its duties under
Section 9.6 hereof), including the costs and expenses of enforcing this
Indenture against the Issuer (including this Section 7.7) and defending itself
against or investigating any claim (whether asserted by the Issuer, 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 willful
misconduct. The Trustee shall notify the Issuer promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not
relieve the Issuer of their obligations hereunder. The Issuer shall defend any
claim or threatened claim asserted against the Trustee, and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Issuer
shall pay the reasonable fees and expenses of such counsel. The Issuer need not
pay for any settlement made without their consent, which consent shall not be
unreasonably withheld.

                  The obligations of the Issuer under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.
<PAGE>
                                      -69-


                  To secure the Issuer's payment obligations in this Section
7.7, 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,
Redemption Price or Purchase Price of or Additional Interest, if any, or
interest on, particular Notes. Such Lien shall survive the resignation or
removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(5) or (6) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

Section 7.8.      Replacement of Trustee.

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

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuer. 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 Issuer in writing. The
Issuer 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, receiver or public officer takes charge of
         the Trustee or its property for the purpose of rehabilitation,
         conversion or liquidation; 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 Issuer shall promptly appoint a
successor Trustee.

                  If a successor Trustee does not take office within 60 days
after the retiring trustee resigns or is removed, the retiring Trustee, the
Issuer, or the Holders of Notes of at least 25% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction, in the case
of the Trustee, at the expense of the Issuer, for the appointment of a successor
Trustee.
<PAGE>
                                      -70-


                  If the Trustee, after written request by any Holder of a Note
who has been a bona fide holder of a Note or Notes 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 Issuer. 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 the Holders. 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 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Issuer's obligations under Section 7.7 hereof shall continue
for the benefit of the retiring Trustee.

Section 7.9.      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 that is eligible under Section 7.10 hereof, 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 (including the District of Columbia) that is
authorized under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 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 ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11.     Preferential Collection of Claims Against Issuer.

                   The Trustee is subject to TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.
<PAGE>
                                      -71-


                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance.

                  The Issuer may, at the option of their Boards of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.2.      Legal Defeasance and Discharge.

                  Upon the Issuer's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Issuer shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Issuer shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to the "outstanding" only
for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
other obligations under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Issuer, 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 to receive payments in respect of
         the principal of, premium, if any, and interest on the Notes when such
         payments are due;

                  (b) the Issuer's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payments;

                  (c) the rights, powers, trust, duties and immunities of the
         Trustee and the Issuer's obligations in connection therewith; and

                  (d) the Legal Defeasance provisions of this Article VIII.

                  Subject to compliance with this Article VIII, the Issuer may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3 hereof.
<PAGE>
                                      -72-


Section 8.3.      Covenant Defeasance.

                  Upon the Issuer's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Issuer shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under Sections 3.9, 3.10, 4.5, 4.7, 4.8 and 4.10 through 4.22
hereof, inclusive, and Section 5.1(2) 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 Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document, and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.1 hereof, but, except as specified above the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Issuer's exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, Sections 6.1(3) through 6.1(4) and 6.1(7) hereof shall not
constitute Events of Default.

Section 8.4.      Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1) the Issuer must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders cash in U.S. dollars,
         non-callable U.S. Government Obligations, or a combination thereof, in
         such amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium, if any, and interest on the Notes on the stated date for
         payment thereof or on the applicable redemption date, as the case may
         be;

                  (2) in the case of Legal Defeasance, the Issuer shall have
         delivered to the Trustee an Opinion of Counsel in the United States
         reasonably acceptable to the Trustee confirming that:

                            (a) the Issuer have received from, or there has been
                  published by, the Internal Revenue Service a ruling or
<PAGE>
                                      -73-


                           (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 will not recognize income, gain
         or loss for federal income tax purposes as a result of such Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

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

                  (4) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or an
         Event of Default resulting from the borrowing of funds to fund to such
         deposit and the grant of any Lien securing such borrowings);

                  (5) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under this
         Indenture (other than a Default or an Event of Default resulting from
         the borrowing of funds to fund such deposit and the grant of any Lien
         securing such borrowings) or any other material agreement or instrument
         to which the Issuer or any of its Subsidiaries is a party or by which
         the Issuer or any of its Subsidiaries is bound;

                  (6) the Issuer shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Issuer with the intent of defeating, hindering, delaying or defrauding
         any other creditors of the Issuer or others;

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

                  (8) the Issuer shall have delivered to the Trustee an Opinion
         of Counsel to the effect that assuming no intervening bankruptcy of the
         Issuer between the date of deposit and the 91st day following the date
         of deposit and that no Holder is an insider of the Issuer, after the
         91st day following the date of deposit, in the case of Legal
         Defeasance, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally and in the case of
<PAGE>
                                      -74-


         Covenant Defeasance, the trust funds will be subject to a valid first
         priority Lien to secure the Notes which is not subject to avoidance
         under Section 547 of the Bankruptcy Code.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) will become due and payable on the maturity date
within one year, under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Issuer.

Section 8.5.      Deposited Money and U.S. Government Obligations To Be Held in
                  Trust; Other Miscellaneous Provisions.

                  Subject to Section 8.6 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5 only,
the "Trustee") pursuant to Section 8.4 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 (other than the Issuer) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal or Redemption Price of, and Additional Interest, if any,
and interest on, the Notes, provided that such money need not be segregated from
other funds except to the extent required by law.

                  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.4 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 VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuer from time to time upon the
request of the Issuer any money or U.S. Government Obligations held by it as
provided in Section 8.4 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 8.4 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 8.6.      Repayment to the Issuer.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after
<PAGE>
                                      -75-


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

Section 8.7.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order of judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Issuer under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Issuer makes any payment
with respect to any Note following the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Notes to receive
such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.

                  Notwithstanding Section 9.2 of this Indenture, the Issuer and
the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

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

                  (b) to provide for uncertificated Notes in addition to or in
         place of Certificated Notes (provided that the uncertificated Notes are
         issued in registered form for purposes of Section 163(f) of the
         Internal Revenue Code of 1986, as amended (the "Code"), or in a manner
         such that the uncertificated Notes are described in Section
         163(f)(2)(B) of the Code);

                  (c) to provide for the assumption by a successor corporation
         of the Issuer's obligations to the Holders of the Notes under this
         Indenture;
<PAGE>
                                      -76-


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

                  (e) to secure the Notes; or

                  (f) 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 Notes
         in any material respect.

                  Upon the request of the Issuer, accompanied by a resolution of
the Board of Directors (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.2 hereof, the Trustee shall join
with the Issuer 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. In formulating its opinion on such matters, the Trustee shall be
entitled to rely on such evidence as it deems appropriate, including, without
limitation, solely on an Opinion of Counsel.

Section 9.2.      With Consent of Holders of Notes.

                  Except as provided below in this Section 9.2, the Issuer and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for the
Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default
or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes).

                  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

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

                  (2) reduce the rate of or change or have the effect of
         extending the time for payment of interest, including defaulted
         interest, on any Notes;

                  (3) reduce the principal of or change or have the effect of
         changing the Stated Maturity of any Notes, or change the date on which
         any Notes may be subject to redemption
<PAGE>
                                      -77-


         or reduce the redemption price therefor, other than provisions relating
         to the Issuer's obligation to make and consummate a Change of Control
         Offer in the event of a Change of Control or to make and consummate a
         Prepayment Offer with respect to any Asset Sale;

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

                  (5) impair the right of any Holder to receive payment of
         principal of and interest on such Holder's Notes on or after the due
         dates thereof or to institute suit to enforce such payment;

                  (6) after the Issuer's obligation to purchase Notes arises
         under Section 4.15 or 4.17 and until such obligation is satisfied,
         amend, change, or modify in any material respect the obligation of the
         Issuer to make and consummate a Change of Control Offer in the event of
         a Change of Control or make and consummate a Prepayment Offer with
         respect to any Asset Sale that has been consummated or, after such
         Change of Control has occurred or such Asset Sale has been consummated,
         modify any of the provisions or definitions with respect thereto;

                  (7) modify or change any provision of this Indenture or the
         related definitions affecting the ranking of the Notes in a manner
         which adversely affects the Holders;

                  (8) make any change in the amendment provisions which require
         each Holder's consent or in the waiver provisions; or

                  (9) reduce the premium payable upon the redemption of any Note
         or change the time at which any Note may or shall be redeemed as
         described under "Optional Redemption."

                  Upon the written request of the Issuer accompanied by a
resolution of the Board of Directors (evidenced by an Officers' Certificate)
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
an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with
the Issuer 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 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.
<PAGE>
                                      -78-


                  After an amendment, supplement or waiver under this Section
9.2 becomes effective, the Issuer shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuer 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.

Section 9.3.      Compliance with Trust Indenture Act.

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

Section 9.4.      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 therefore binds every Holder.

Section 9.5.      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 Issuer
in exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

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

Section 9.6.      Trustee To Sign Amendment, Etc.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuer may not sign an amendment or supplemental Indenture until the Board
of Directors approves such amendment or supplemental indenture. In executing any
amended or supplemental indenture, the Trustee shall be entitled to receive, in
addition to the documents required by Sections 12.4 and 12.5 hereof, and,
subject to Section 7.1, 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.
<PAGE>
                                      -79-


                                   ARTICLE X

                                   [RESERVED]

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

Section 11.1.     Satisfaction and Discharge.

                   This Indenture will be discharged and will cease to be of
further effect (except as set forth below) and the Trustee, at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

                  (1) either:

                           (a) all the Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which have
                  been replaced or paid as provided in Section 2.7 and Notes for
                  whose payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Issuer and thereafter
                  repaid to the Issuer or discharged from such trust) have been
                  delivered to the Trustee for cancellation; or

                           (b) all Notes not theretofore delivered to the
                  Trustee for cancellation (1) have become due and payable or
                  (2) will become due and payable within one year, or are to be
                  called for redemption within one year, under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Issuer, and the Issuer has irrevocably deposited or caused
                  to be deposited with the Trustee cash in U.S. dollars,
                  non-callable U.S. Government Obligations or a combination
                  thereof in an amount sufficient to pay and discharge the
                  entire Indebtedness on the Notes not theretofore delivered to
                  the Trustee for cancellation, for principal of, premium, if
                  any, and interest on the Notes to the date of deposit together
                  with irrevocable instructions from the Issuer directing the
                  Trustee to apply such funds to the payment thereof at maturity
                  or redemption, as the case may be;

                  (2) the Issuer has paid all other sums payable under this
         Indenture by the Issuer; and

                  (3) the Issuer has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.
<PAGE>
                                      -80-


                  Notwithstanding the satisfaction and discharge of this
Indenture, the Issuer's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7,
7.8, 12.2, 12.3 and 12.4, and the Trustee's and Paying Agent's obligations in
Section 11.2 shall survive until the Notes are no longer outstanding.
Thereafter, only the Issuer's obligations in Section 7.7 shall survive.

Section 11.2.     Application of Trust.

                   All money deposited with the Trustee pursuant to Section 11.1
shall be held in trust and, at the written direction of the Issuer, 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.

                                  ARTICLE XII

                                  MISCELLANEOUS

Section 12.1.     Trust Indenture Act Controls.

                   If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 12.2.     Notices.

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

                  If to the Issuer:

                           GCI, Inc.
                           2550 Denali Street, Suite 1000
                           Anchorage, Alaska  99503-2751
                           Attention:  Chief Financial Officer
                           Fax:  (907) 868-5676
<PAGE>
                                      -81-


                  With a copy to:

                           Sherman & Howard L.L.C.
                           633 Seventeenth Street, Suite 3000
                           Denver, Colorado  80202-3624
                           Attention:  Steven D. Miller, Esq.
                           Fax:  (303) 298-0940

                  If to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Floor 8W
                           New York, New York  10286
                           Attention:  Corporate Trust Administration
                           Fax:  212-815-5704

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

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

                   Any notice or communication to a Holder shall be mailed by
first class mail, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA ss. 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 Issuer mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

Section 12.3.     Communication by Holders of Notes with Other Holders of Notes.

                   Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Issuer, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).
<PAGE>
                                      -82-


Section 12.4.     Certificate and Opinion as to Conditions Precedent.

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

                  (a) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee 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 complied
         with; and

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

Section 12.5.     Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 12.6.     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 12.7.     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

                  No past, present or future director, officer, employee,
incorporator, agent, member, manager, partner or stockholder or Affiliate of the
Issuer, as such, shall have any liability
<PAGE>
                                      -83-


for any obligations of the Issuer under the Notes or this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liabilities. The waiver and release are part of the consideration for issuance
of the Notes.

Section 12.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury
                  Trial.

                   THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
THE ISSUER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE ISSUER IN ANY OTHER JURISDICTION.

Section 12.9.     No Adverse Interpretation of Other Agreements.

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

Section 12.10.    Successors.

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

Section 12.11.    Severability.

                  In case any provision in this Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
<PAGE>
                                      -84-


Section 12.12.    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 12.13.    Table of Contents, Headings, Etc.

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

                         [Signatures on following page]
<PAGE>
                                   SIGNATURES


                                      GCI, INC.




                                      By: /s/
                                      Name: John M. Lowber
                                      Title: Chief Financial Officer, Secretary,
                                             Treasurer




                                      By: /s/
                                      Name: Wilson Hughes
                                      Title: Vice President


                                      THE BANK OF NEW YORK,
                                      as Trustee




                                      By: /s/
                                      Name: Van K. Brown
                                      Title: Vice President