<PAGE>
                                                                     EXHIBIT 4.1
                                                                  EXECUTION COPY
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                               THE SHAW GROUP INC.
                                     Issuer

                          10-3/4% Senior Notes Due 2010


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


                                    INDENTURE

                           Dated as of March 17, 2003


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


                              THE BANK OF NEW YORK

                                     Trustee




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

<PAGE>


                              CROSS-REFERENCE TABLE

<Table>
<Caption>
     TIA                                                                      Indenture
   Section                                                                     Section
   -------                                                                     -------
<S>                                                                          <C>
  310(a)(1)                ...........................................       7.10
     (a)(2)                ...........................................       7.10
     (a)(3)                ...........................................       N.A.
     (a)(4)                ...........................................       N.A.
     (b)                   ...........................................       7.08;  7.10
     (c)                   ...........................................       N.A.
  311(a)                   ...........................................       7.11
     (b)                   ...........................................       7.11
     (c)                   ...........................................       N.A.
  312(a)                   ...........................................       2.05
     (b)                   ...........................................       11.03
     (c)                   ...........................................       11.03
  313(a)                   ...........................................       7.06
     (b)(1)                ...........................................       N.A.
     (b)(2)                ...........................................       7.06
     (c)                   ...........................................       11.02
     (d)                   ...........................................       7.06
  314(a)                   ...........................................       4.02;
                           ...........................................       4.12;  11.02
     (b)                   ...........................................       N.A.
     (c)(1)                ...........................................       11.04
     (c)(2)                ...........................................       11.04
     (c)(3)                ...........................................       N.A.
     (d)                   ...........................................       N.A.
     (e)                   ...........................................       11.05
     (f)                   ...........................................       4.12
  315(a)                   ...........................................       7.01
     (b)                   ...........................................       7.05;  11.02
     (c)                   ...........................................       7.01
     (d)                   ...........................................       7.01
     (e)                   ...........................................       6.11
  316(a)(last sentence)    ...........................................       11.06
     (a)(1)(A)             ...........................................       6.05
     (a)(1)(B)             ...........................................       6.04
     (a)(2)                ...........................................       N.A.
     (b)                   ...........................................       6.07
  317(a)(1)                ...........................................       6.08
     (a)(2)                ...........................................       6.09
     (b)                   ...........................................       2.04
  318(a)                   ...........................................       11.01
</Table>

                           N.A. means Not Applicable.

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



<PAGE>


                                                                               i


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                             Page
                                                                                             ----
                                    ARTICLE 1

                   Definitions and Incorporation by Reference

<S>                                                                                          <C>
SECTION 1.01.  Definitions..................................................................    1
SECTION 1.02.  Other Definitions............................................................   35
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............................   35
SECTION 1.04.  Rules of Construction........................................................   36

                                    ARTICLE 2

                                 The Securities

SECTION 2.01.  Form and Dating..............................................................   37
SECTION 2.02.  Execution and Authentication.................................................   37
SECTION 2.03.  Registrar and Paying Agent...................................................   38
SECTION 2.04.  Paying Agent To Hold Money in Trust..........................................   39
SECTION 2.05.  Securityholder Lists.........................................................   39
SECTION 2.06.  Transfer and Exchange........................................................   39
SECTION 2.07.  Replacement Securities.......................................................   40
SECTION 2.08.  Outstanding Securities.......................................................   40
SECTION 2.09.  Temporary Securities.........................................................   41
SECTION 2.10.  Cancellation.................................................................   41
SECTION 2.11.  Defaulted Interest...........................................................   41
SECTION 2.12.  CUSIP Numbers................................................................   41
SECTION 2.13.  Issuance of Additional Securities............................................   42

                                    ARTICLE 3

                                   Redemption

SECTION 3.01.  Notices to Trustee...........................................................   42
SECTION 3.02.  Selection of Securities to Be Redeemed.......................................   43
SECTION 3.03.  Notice of Redemption.........................................................   43
SECTION 3.04.  Effect of Notice of Redemption...............................................   44
SECTION 3.05.  Deposit of Redemption Price..................................................   44
SECTION 3.06.  Securities Redeemed in Part..................................................   45
</Table>


<PAGE>


                                                                              ii

<Table>
<Caption>
                                                                                             Page
                                                                                             ----
                                    ARTICLE 4

                                    Covenants
<S>                                                                                          <C>
SECTION 4.01. Payment of Securities.........................................................   45
SECTION 4.02. SEC Reports...................................................................   45
SECTION 4.03. Limitation on Indebtedness....................................................   46
SECTION 4.04. Limitation on Restricted Payments.............................................   50
SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries......   54
SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock............................   55
SECTION 4.07. Limitation on Affiliate Transactions..........................................   60
SECTION 4.08. Change of Control.............................................................   62
SECTION 4.09. Limitation on Liens...........................................................   63
SECTION 4.10. Limitation on Sale/Leaseback Transactions.....................................   64
SECTION 4.11. Future Guarantors.............................................................   64
SECTION 4.12. Compliance Certificate........................................................   65
SECTION 4.13. Further Instruments and Acts..................................................   65
SECTION 4.14. Suspension of Certain Covenants...............................................   65

                                    ARTICLE 5

                                Successor Company

SECTION 5.01. When Company May Merge or Transfer Assets.....................................   66

                                    ARTICLE 6

                              Defaults and Remedies

SECTION 6.01. Events of Default.............................................................   69
SECTION 6.02. Acceleration..................................................................   71
SECTION 6.03. Other Remedies................................................................   72
SECTION 6.04. Waiver of Past Defaults.......................................................   72
SECTION 6.05. Control by Majority...........................................................   72
SECTION 6.06. Limitation on Suits...........................................................   73
SECTION 6.07. Rights of Holders to Receive Payment..........................................   73
SECTION 6.08. Collection Suit by Trustee....................................................   74
SECTION 6.09. Trustee May File Proofs of Claim..............................................   74
SECTION 6.10. Priorities....................................................................   74
SECTION 6.11. Undertaking for Costs.........................................................   75
SECTION 6.12. Waiver of Stay or Extension Laws..............................................   75
</Table>


<PAGE>

                                                                             iii

<Table>
<Caption>
                                                                                             Page
                                                                                             ----
                                    ARTICLE 7

                                     Trustee
<S>                                                                                          <C>
SECTION 7.01. Duties of Trustee.............................................................   75
SECTION 7.02. Rights of Trustee.............................................................   77
SECTION 7.03. Individual Rights of Trustee..................................................   77
SECTION 7.04. Trustee's Disclaimer..........................................................   78
SECTION 7.05. Notice of Defaults............................................................   78
SECTION 7.06. Reports by Trustee to Holders.................................................   78
SECTION 7.07. Compensation and Indemnity....................................................   78
SECTION 7.08. Replacement of Trustee........................................................   79
SECTION 7.09. Successor Trustee by Merger...................................................   80
SECTION 7.10. Eligibility; Disqualification.................................................   81
SECTION 7.11. Preferential Collection of Claims Against Company.............................   81

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Securities; Defeasance..............................   81
SECTION 8.02. Conditions to Defeasance......................................................   83
SECTION 8.03. Application of Trust Money....................................................   84
SECTION 8.04. Repayment to Company..........................................................   84
SECTION 8.05. Indemnity for Government Obligations..........................................   85
SECTION 8.06. Reinstatement.................................................................   85

                                    ARTICLE 9

                                   Amendments

SECTION 9.01. Without Consent of Holders....................................................   85
SECTION 9.02. With Consent of Holders.......................................................   86
SECTION 9.03. Compliance with Trust Indenture Act...........................................   87
SECTION 9.04. Revocation and Effect of Consents and Waivers.................................   87
SECTION 9.05. Notation on or Exchange of Securities.........................................   88
SECTION 9.06. Trustee To Sign Amendments....................................................   88
SECTION 9.07. Payment for Consent...........................................................   88

                                   ARTICLE 10

                              Subsidiary Guaranties

SECTION 10.01. Guaranties...................................................................   89
SECTION 10.02. Limitation on Liability......................................................   91
</Table>


<PAGE>

                                                                              iv

<Table>
<Caption>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
SECTION 10.03. Successors and Assigns.......................................................   91
SECTION 10.04. No Waiver....................................................................   92
SECTION 10.05. Modification.................................................................   92
SECTION 10.06. Release of Subsidiary Guarantor..............................................   92
SECTION 10.07. Contribution.................................................................   93

                                   ARTICLE 11

                                  Miscellaneous

SECTION 11.01. Trust Indenture Act Controls.................................................   93
SECTION 11.02. Notices......................................................................   93
SECTION 11.03. Communication by Holders with Other Holders..................................   94
SECTION 11.04. Certificate and Opinion as to Conditions Precedent...........................   94
SECTION 11.05. Statements Required in Certificate or Opinion................................   95
SECTION 11.06. When Securities Disregarded..................................................   95
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar.................................   95
SECTION 11.08. Legal Holidays...............................................................   95
SECTION 11.09. Governing Law................................................................   96
SECTION 11.10. No Recourse Against Others...................................................   96
SECTION 11.11. Successors...................................................................   96
SECTION 11.12. Multiple Originals...........................................................   96
SECTION 11.13. Table of Contents; Headings..................................................   96
</Table>

Rule 144A/Regulation S Appendix

         Exhibit 1 - Form of Initial Security

         Exhibit A - Form of Exchange Security or Private Exchange Security

Annex A - Form of Supplemental Indenture

Schedule A - Subsidiary Guarantors



<PAGE>


                                    INDENTURE dated as of March 17, 2003, among
                           THE SHAW GROUP INC., a Louisiana corporation (the
                           "Company"), the SUBSIDIARY GUARANTORS LISTED ON
                           SCHEDULE A HERETO (the "Subsidiary Guarantors") 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 of the Company's Initial
Securities, Exchange Securities, Private Exchange Securities and Additional
Securities:

                                   ARTICLE 1

                   Definitions and Incorporation by Reference

                  SECTION 1.01. Definitions.

                  "Additional Assets" means (1) any property, plant or equipment
used in a Related Business; (2) the Capital Stock of a Person that becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Company or another Restricted Subsidiary; or (3) Capital Stock constituting
a minority interest in any Person that at such time is a Restricted Subsidiary;
provided, however, that any such Restricted Subsidiary described in clauses (2)
or (3) above is primarily engaged in a Related Business.

                  "Additional Securities" means, subject to the Company's
compliance with Section 4.03, 10-3/4% Senior Notes Due 2010 issued from time to
time after the Issue Date under the terms of this Indenture (other than pursuant
to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange
Securities or Private Exchange Securities issued pursuant to an exchange offer
for other Securities outstanding under this Indenture).

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the


<PAGE>
                                                                               2


ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 10% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

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

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

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

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

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

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

                           (B) for purposes of Section 4.06 only, (i) a
                  disposition that constitutes a Restricted Payment (or would
                  constitute a Restricted Payment but for the exclusions from
                  the definition thereof) and that is not prohibited by Section
                  4.04 and (ii) a disposition of all or substantially all the

<PAGE>
                                                                               3


                  assets of the Company in accordance with Section 5.01;

                           (C) a disposition of assets with a fair market value
                  of less than $1.0 million;

                           (D) a disposition of cash or Temporary Cash
                  Investments;

                           (E) a disposition in the ordinary course of business
                  of inventory, receivables or other current assets;

                           (F) any sale, transfer or other disposition of
                  property that is idle, damaged, worn out, obsolete or no
                  longer suitable for use in the ordinary course of business;

                           (G) any sale, transfer or other disposition of assets
                  acquired by the Company or any Restricted Subsidiary (i) from
                  a customer by foreclosure or the exercise of contract rights
                  or (ii) for use by the Company or a Restricted Subsidiary to
                  satisfy a contractual obligation with respect to a specific
                  customer project, in each case the sale, transfer or other
                  disposition of which relates to or results from the
                  cancelation or suspension of a project or the nonpayment of
                  amounts due the Company or a Restricted Subsidiary with
                  respect to a project; and

                           (H) the creation of a Lien (but not the sale or other
                  disposition of the property subject to such Lien).

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

<PAGE>
                                                                               4


                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness, the quotient obtained by dividing: (1) the sum of
the products of the numbers of years from the date of determination to the dates
of each successive scheduled principal payment of or redemption or similar
payment with respect to such Indebtedness multiplied by the amount of such
payment by (2) the sum of all such payments.

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

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

                  "Capital Lease Obligation" means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty. For purposes of Section 4.09, a Capital
Lease Obligation will be deemed to be secured by a Lien on the property being
leased.

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

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

                  (1) any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act), other than one or more Permitted Holders,
         is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
         under the Exchange Act, except that for purposes of this clause (1)
         such person shall be deemed to have "beneficial ownership" of all
         shares that any such person has the right to acquire, whether such
         right is
<PAGE>
                                                                               5


         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than 35% of the total voting power of the Voting
         Stock of the Company; provided, however, that the Permitted Holders
         beneficially own (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act), directly or indirectly, in the aggregate a lesser
         percentage of the total voting power of the Voting Stock of the Company
         than such other person and do not have the right or ability by voting
         power, contract or otherwise to elect or designate for election a
         majority of the Board of Directors (for the purposes of this clause
         (1), such other person shall be deemed to beneficially own any Voting
         Stock of a Person (the "specified person") held by any other Person
         (the "parent entity"), if such other person is the beneficial owner (as
         defined in this clause (1)), directly or indirectly, of more than 35%
         of the voting power of the Voting Stock of such parent entity and the
         Permitted Holders beneficially own (as defined in this proviso),
         directly or indirectly, in the aggregate a lesser percentage of the
         voting power of the Voting Stock of such parent entity and do not have
         the right or ability by voting power, contract or otherwise to elect or
         designate for election a majority of the board of directors of such
         parent entity);

                  (2) individuals who on the Issue Date constituted the Board of
         Directors (together with any new directors whose election by such Board
         of Directors or whose nomination for election by the shareholders of
         the Company was approved by a vote of a majority of the directors of
         the Company then still in office who were either directors on the Issue
         Date or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of the Board of
         Directors then in office;

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

                  (4) the merger or consolidation of the Company with or into
         another Person or the merger of another Person with or into the
         Company, or the sale of all or substantially all the assets of the
         Company (determined on a consolidated basis) to another Person other
         than (A) a transaction in which the survivor or
<PAGE>
                                                                               6


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

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

                  "Company" means the party named in the first paragraph of this
Indenture until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA,
each other obligor on the indenture securities.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of

                  (x) the aggregate amount of EBITDA for the period of the most
         recent four consecutive fiscal quarters ending at least 45 days prior
         to the date of such determination to

                  (y) Consolidated Interest Expense for such four fiscal
         quarters;

provided, however, that:

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

<PAGE>
                                                                               7


         Indebtedness as if such Indebtedness had been Incurred on the first day
         of such period;

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

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

                  (4) if since the beginning of such period the Company or any
         Restricted Subsidiary (by merger or otherwise) shall have made an
         Investment in any

<PAGE>
                                                                               8

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

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

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest of such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months). If any Indebtedness is Incurred under a revolving credit facility
and is being given pro forma effect, the interest on such Indebtedness shall be
calculated based on the average daily balance of such Indebtedness for the four
fiscal quarters subject to the pro forma calculation to the extent such
Indebtedness is Incurred for working capital purposes.

<PAGE>
                                                                               9


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

                  (1) interest expense attributable to Capital Lease
         Obligations;

                  (2) amortization of debt discount;

                  (3) capitalized interest;

                  (4) non-cash interest expenses;

                  (5) commissions, discounts and other fees and charges owed
         with respect to letters of credit and bankers' acceptance financing,
         (except, in the case of letters of credit, to the extent that such fees
         or other charges are required by written agreement to be reimbursed by
         the beneficiary of such letter of credit and such beneficiary is in
         compliance with its obligation to reimburse the Company);

                  (6) net payments pursuant to Hedging Obligations;

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

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

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

<PAGE>
                                                                              10


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

provided, however, that there shall be excluded from "Consolidated Interest
Expense" any deferred financing cost recognized in connection with the
repurchase by the Company of any LYON.

                  Notwithstanding the foregoing, for the purposes of the
definition of "Consolidated Leverage Ratio", "Consolidated Interest Expense"
means, for any period, the total interest expense of the Company and its
consolidated Restricted Subsidiaries for such period, excluding any amortization
of financing fees incurred in connection with the Credit Agreement and excluding
any non-cash interest expense related to the LYONs.

                  "Consolidated Leverage Ratio" as of any date of determination
means the ratio of (x) the aggregate amount of Net Debt as of such date of
determination to (y) EBITDA for the most recent four consecutive fiscal quarters
ending at least 45 days prior to such date of determination, after giving pro
forma effect to the same adjustments to EBITDA as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of
"Consolidated Coverage Ratio" above.

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

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

                           (A) subject to the exclusion contained in clause (4)
                  below, the Company's equity in the net income of any such
                  Person for such period shall be included in such Consolidated
                  Net Income up to the aggregate amount of cash actually
                  distributed by such Person during such period to the Company
                  or a Restricted Subsidiary as a dividend
<PAGE>
                                                                              11


                  or other distribution (subject, in the case of a dividend or
                  other distribution paid to a Restricted Subsidiary, to the
                  limitations contained in clause (3) below); and

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

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

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

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

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

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

                  (5) extraordinary gains or losses; and
<PAGE>
                                                                              12


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

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

                  "Credit Agreement" means the Third Amended and Restated Credit
Agreement, dated March 17, 2003 by and among the Company, certain of its
Subsidiaries, the lenders referred to therein and Credit Lyonnais New York
Branch, as lender and agent, together with the related documents thereto
(including the term loans and revolving loans thereunder, any guarantees and
security documents), as amended, extended, renewed, restated, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time, and any
agreement (and related document) governing Indebtedness incurred to Refinance,
in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement with respect to currency
values.

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

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

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

<PAGE>
                                                                              13


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

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

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

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to purchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified Stock if: (1) the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the terms applicable to the Securities in Sections 4.06 and
4.08 of this Indenture and (2) any such requirement only becomes operative after
compliance with such terms applicable to the Securities, including the purchase
of any Securities tendered pursuant thereto.

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

                  "EBITDA" for any period means the sum of Consolidated Net
Income, plus the following to the extent deducted in calculating such
Consolidated Net Income:

                  (1) all income tax expense of the Company and its consolidated
         Restricted Subsidiaries;
<PAGE>
                                                                              14


                  (2) Consolidated Interest Expense;

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

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

                  (5) any charges or write offs taken by The IT Group, Inc.
         related to (A) a reduction of accounts receivable to estimated net
         realizable value, (B) legal and consulting expenses related to its
         bankruptcy proceeding, (C) notes receivable from employees and (D)
         other nonrecurring or unusual items, in each case prior to the closing
         of the acquisition of certain assets of The IT Group, Inc. by the
         Company on May 3, 2002;

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

                  "Eligible Indebtedness" means any Indebtedness other than
Indebtedness that is, or may be, quoted, listed or purchased and sold on any
stock exchange, automated trading system or over-the-counter or other securities
market (including the market for securities eligible for resale pursuant to Rule
144A under the Securities Act).

<PAGE>
                                                                              15


                  "Equity Offering" means an underwritten primary public
offering of common stock of the Company pursuant to an effective registration
statement under the Securities Act or any private placement of such common stock
(other than to any Person who, prior to such private placement, was an Affiliate
of the Company).

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

                  "Exchange Securities" has the meaning provided in the
Appendix.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the
Company that is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.

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

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

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

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

                  (4) the rules and regulations of the SEC governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the SEC. All ratios and computations based on GAAP
         contained in this Indenture shall be computed in conformity with GAAP.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any Person
and any
<PAGE>
                                                                              16


obligation, direct or indirect, contingent or otherwise, of such Person:

                  (1) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Indebtedness of such Person (whether
         arising by virtue of partnership arrangements, or by agreements to
         keep-well, to purchase assets, goods, securities or services, to
         take-or-pay or to maintain financial statement conditions or
         otherwise); or

                  (2) entered into for the purpose of assuring in any other
         manner the obligee of such Indebtedness of the payment thereof or to
         protect such obligee against loss in respect thereof (in whole or in
         part);

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

                  "Guaranty Agreement" means a supplemental indenture,
substantially in the form of Annex A to this Indenture, pursuant to which a
Subsidiary Guarantor guarantees the Company's obligations with respect to the
Securities on the terms provided for in this Indenture.

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

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

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

<PAGE>
                                                                              17


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

                  (2) the payment of regularly scheduled interest in the form of
         additional Indebtedness of the same instrument or the payment of
         regularly scheduled dividends on Capital Stock in the form of
         additional Capital Stock of the same class and with the same terms; and

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

will not be deemed to be the Incurrence of Indebtedness.

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

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

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

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

                  (4) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, bankers' acceptance or similar
         credit transaction, including Performance Letters of Credit;

                  (5) the amount of all obligations of such Person with respect
         to the redemption, repayment or other repurchase of any Capital Stock
         of such Person or any

<PAGE>
                                                                              18


         Subsidiary of such Person or that are determined by the value of such
         Capital Stock, the principal amount of such Capital Stock to be
         determined in accordance with this Indenture;

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

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

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

provided, however, Indebtedness shall not include any liability for Federal,
state, local and other taxes owed or owing by such Person.

                  Notwithstanding the foregoing, in connection with the purchase
by the Company or any Restricted Subsidiary of any business, the term
"Indebtedness" will exclude post-closing payment adjustments to which the seller
may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after
the closing; provided, however, that, at the time of closing, the amount of any
such payment is not determinable and, to the extent such payment thereafter
becomes fixed and determined, the amount is paid within 30 days thereafter.

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

<PAGE>
                                                                              19


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

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

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement with respect to exposure to interest rates.

                  "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender) or other extensions of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by such Person. Except as otherwise provided
for herein, the amount of an Investment shall be its fair value at the time the
Investment is made and without giving effect to subsequent changes in value. For
purposes of the definition of "Unrestricted Subsidiary", the definition of
"Restricted Payment" and Section 4.04:

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

<PAGE>
                                                                              20


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

                  "Investment Grade Rating" means a rating equal to or higher
than Baa3 (or equivalent) by Moody's and BBB- (or the equivalent) by Standard
and Poor's, or an equivalent rating by any other Rating Agency.

                  "Issue Date" means March 17, 2003.

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

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

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

                  "LYONs" means the Company's Liquid Yield Option(TM) Notes due
2021 (Zero Coupon-Senior) outstanding on the Issue Date.

                  "Moody's" means Moody's Investors Service, Inc. and any
successor to its rating agency business.

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

                  (1) all legal, title and recording tax expenses, commissions
         and other fees and expenses incurred, and all Federal, state,
         provincial, foreign and local
<PAGE>
                                                                              21


         taxes required to be accrued as a liability under GAAP, as a
         consequence of such Asset Disposition;

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

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

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

                  (5) any portion of the purchase price from an Asset
         Disposition placed in escrow, whether as a reserve for adjustment of
         the purchase price, for satisfaction of indemnities in respect of such
         Asset Disposition or otherwise in connection with that Asset
         Disposition; provided, however, that upon the termination of that
         escrow, Net Available Cash will be increased by any portion of funds in
         the escrow that are released to the Company or any Restricted
         Subsidiary.

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

                  "Net Debt" means, on any date of determination, the total
Indebtedness (excluding Performance Letters of Credit) of the Company and its
consolidated Restricted
<PAGE>
                                                                              22


Subsidiaries less the sum of the value of any marketable securities held to
maturity, cash equivalents and cash held by the Company and its consolidated
Restricted Subsidiaries, in each case as determined on a consolidated basis in
accordance with GAAP.

                  "Obligations" means, with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers.

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

                  "Performance Letter of Credit" means a letter of credit issued
at the request of the Company solely to support the performance obligations of
the Company or one or more of its Restricted Subsidiaries on contracts entered
into in the ordinary course of business.

                  "Permitted Holder" means J. M. Bernhard, Jr., or in the event
of his incompetence or death, his estate, heirs, executor, administrator,
committee or other personal representative. Except for a Permitted Holder
specifically identified by name, in determining whether Voting Stock is owned by
a Permitted Holder, only Voting Stock acquired by a Permitted Holder in its
described capacity will be treated as "beneficially owned" by such Permitted
Holder.

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

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

<PAGE>
                                                                              23


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

                  (3) cash and Temporary Cash Investments;

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

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

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

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

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

                  (9) any Person where such Investment was acquired by the
         Company or any of its Restricted Subsidiaries (A) in exchange for any
         other Investment or accounts receivable held by the Company or any such
         Restricted Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (B) as a result of a
         foreclosure by the Company or any of its
<PAGE>
                                                                              24


         Restricted Subsidiaries with respect to any secured Investment or other
         transfer of title with respect to any secured Investment in default;

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

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

                  (12) Persons to the extent such Investments are in existence
         on the Issue Date; and

                  (13) Persons to the extent such Investments, when taken
         together with all other Investments made pursuant to this clause (13)
         outstanding on the date such Investment is made, do not exceed $20.0
         million.

                  "Permitted Liens" means, with respect to any Person:

                  (1) pledges or deposits by such Person under workers'
         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 such
         Person is a party, or deposits to secure public or statutory
         obligations of such Person or deposits of cash or United States
         government bonds to secure surety or appeal bonds to which such Person
         is a party, or deposits as security for contested taxes or import
         duties or for the payment of rent, in each case Incurred in the
         ordinary course of business;

                  (2) Liens imposed by law, such as carriers', warehousemen's
         and mechanics' Liens, in each case for sums not yet due or being
         contested in good faith by appropriate proceedings or other Liens
         arising out of judgments or awards against such Person with respect to
         which such Person shall then be proceeding with an appeal or other
         proceedings for review and Liens arising solely by virtue of any
         statutory or common law provision relating to banker's Liens, rights of

<PAGE>
                                                                              25


         set-off or similar rights and remedies as to deposit accounts or other
         funds maintained with a creditor depository institution; provided,
         however, that (A) such deposit account is not a dedicated cash
         collateral account and is not subject to restrictions against access by
         the Company in excess of those set forth by regulations promulgated by
         the Federal Reserve Board and (B) such deposit account is not intended
         by the Company or any Restricted Subsidiary to provide collateral to
         the depository institution;

                  (3) Liens for taxes, assessments or governmental charges or
         levies on the property of the Company or any Restricted Subsidiary not
         yet subject to penalties for non-payment or which are being contested
         in good faith by appropriate proceedings;

                  (4) Liens in favor of issuers of performance bonds, bid bonds
         or surety bonds (but excluding Performance Letters of Credit) issued
         pursuant to the request of and for the account of such Person in the
         ordinary course of its business;

                  (5) Liens securing Indebtedness Incurred to finance the
         construction, purchase or lease of, or repairs, improvements or
         additions to, property, plant or equipment of such Person; provided,
         however, that the Lien may not extend to any other property owned by
         such Person or any of its Restricted Subsidiaries at the time the Lien
         is Incurred (other than assets and property affixed or appurtenant
         thereto), and the Indebtedness (other than any interest thereon)
         secured by the Liens may not be Incurred more than 180 days after the
         later of the acquisition, completion of construction, repair,
         improvement, addition or commencement of full operation of the property
         subject to the Lien;

                  (6) Liens to secure Eligible Indebtedness Incurred pursuant to
         clause (a) or (b)(1) under Section 4.03;

                  (7) Liens existing on the Issue Date;

                  (8) Liens on property or shares of Capital Stock of another
         Person at the time such other Person becomes a Subsidiary of such
         Person; provided, however, that the Liens may not extend to any other

<PAGE>
                                                                              26


         property owned by such Person or any of its Restricted Subsidiaries
         (other than assets affixed or appurtenant thereto);

                  (9) Liens on property at the time such Person or any of its
         Subsidiaries acquires the property, including any acquisition by means
         of a merger or consolidation with or into such Person or a Subsidiary
         of such Person; provided, however, that the Liens may not extend to any
         other property owned by such Person or any of its Restricted
         Subsidiaries (other than assets and property affixed or appurtenant
         thereto);

                  (10) Liens securing Indebtedness or other obligations of a
         Subsidiary of such Person owing to such Person or a Restricted
         Subsidiary of such Person;

                  (11) Liens securing Hedging Obligations so long as such
         Hedging Obligations relate to Indebtedness that is, and is permitted to
         be under this Indenture, secured by a Lien on the same property
         securing such Hedging Obligations;

                  (12) Liens to secure any Refinancing (or successive
         Refinancings) as a whole, or in part, of any Indebtedness secured by
         any Lien referred to in the foregoing clause (5), (7), (8) or (9);
         provided, however, that:

                           (A) such new Lien shall be limited to all or part of
                  the same property and assets that secured or, under the
                  written agreements pursuant to which the original Lien arose,
                  could secure the original Lien (plus improvements and
                  accessions to, such property or proceeds or distributions
                  thereof); and

                           (B) the Indebtedness secured by such Lien at such
                  time is not increased to any amount greater than the sum of
                  (x) the outstanding principal amount or, if greater, committed
                  amount of the Indebtedness described under such clause (5),
                  (7), (8) or (9) at the time the original Lien became a
                  Permitted Lien and (y) an amount necessary to pay any fees and
                  expenses, including premiums, related to such refinancing,
                  refunding, extension, renewal or replacement; and

<PAGE>
                                                                              27


                  (13) Liens not otherwise permitted by clauses (1) through (12)
         above securing Indebtedness not in excess of an aggregate of $7.5
         million.

Notwithstanding the foregoing, "Permitted Liens" will not include any Lien
described in clause (5), (8) or (9) above to the extent such Lien applies to any
Additional Assets acquired directly or indirectly from Net Available Cash
pursuant to Section 4.06. For purposes of this definition, the term
"Indebtedness" shall be deemed to include interest on such Indebtedness.

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

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

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

                  "Rating Agency" means each of Standard & Poor's and Moody's or
if Standard & Poor's or Moody's or both shall not make a rating on the
Securities publicly available, a nationally recognized statistical rating agency
or agencies, as the case may be, selected by the Company (as certified by a
resolution of the Board of Directors) which shall be substituted for Standard &
Poor's or Moody's or both, as the case may be.

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

<PAGE>
                                                                              28


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

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

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

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

                  (4) if the Indebtedness being Refinanced is subordinated in
         right of payment to the Securities or the Subsidiary Guarantees, such
         Refinancing Indebtedness is subordinated in right of payment to the
         Securities or the Subsidiary Guarantees, as the case may be, at least
         to the same extent as the Indebtedness being Refinanced;

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

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

                  "Restricted Payment" with respect to the Company and its
Restricted Subsidiaries means:

<PAGE>
                                                                              29


                  (1) the declaration or payment of any dividends or any other
         distributions of any sort in respect of the Capital Stock of the
         Company or any Restricted Subsidiary (including any payment in
         connection with any merger or consolidation involving such Person) or
         similar payment to the direct or indirect holders of its Capital Stock
         (other than dividends or distributions payable solely in its Capital
         Stock (other than Disqualified Stock) and dividends or distributions
         payable solely to the Company or a Restricted Subsidiary, and other
         than pro rata dividends or other distributions made by a Restricted
         Subsidiary that is not a Wholly Owned Subsidiary to minority
         stockholders (or owners of an equivalent interest in the case of a
         Subsidiary that is an entity other than a corporation));

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

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

                  (4) the making of any Investment (other than a Permitted
         Investment) by the Company or any Restricted Subsidiary in any other
         Person.

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

<PAGE>
                                                                              30


                  "Sale/Leaseback Transaction" means an arrangement relating to
property owned by the Company or a Restricted Subsidiary on the Issue Date or
thereafter acquired by the Company or a Restricted Subsidiary whereby the
Company or a Restricted Subsidiary transfers such property to a Person and the
Company or a Restricted Subsidiary leases it from such Person.

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

                  "Securities" means the Initial Securities, the Exchange
Securities, the Private Exchange Securities and the Additional Securities issued
under this Indenture.

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

                  "Senior Indebtedness" means with respect to any Person:

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

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

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

                  (1) any obligation of such Person to the Company or any
         Subsidiary;

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

<PAGE>
                                                                              31


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

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

                  "Senior Officer" of any Person means the Chief Executive
Officer, President, Chief Operating Officer, Executive Vice President or Chief
Financial Officer of such Person.

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

                  "Standard & Poor's" means Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., and any successor to its rating agency business.

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

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

                  "Subsidiary" means, with respect to any Person, any
corporation, association, partnership or other business entity of which more
than 50% of the total voting power of shares of Voting Stock is at the time
owned or controlled, directly or indirectly, by (1) such Person, (2) such Person
and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person.

<PAGE>
                                                                              32


                  "Subsidiary Guarantor" means each Subsidiary of the Company
that executes this Indenture as a guarantor on the Issue Date and each other
Subsidiary of the Company that thereafter guarantees the Securities pursuant to
the terms of this Indenture.

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

                  "Temporary Cash Investments" means any of the following:

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

                  (2) investments in demand and time deposit accounts,
         certificates of deposit and money market deposits maturing within 180
         days of the date of acquisition thereof issued by a bank or trust
         company which is organized under the laws of the United States of
         America, any State thereof or any foreign country recognized by the
         United States of America, and which bank or trust company has capital,
         surplus and undivided profits aggregating in excess of $50.0 million
         (or the foreign currency equivalent thereof) and has outstanding debt
         that is rated "A" (or such similar equivalent rating) or higher by at
         least one nationally recognized statistical rating organization (as
         defined in Rule 436 under the Securities Act) or any money-market fund
         sponsored by a registered broker dealer or mutual fund distributor;

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

                  (4) investments in commercial paper, maturing not more than 90
         days after the date of acquisition, issued by a corporation (other than
         an Affiliate of the Company) organized and in existence under the laws
         of the United States of America or any foreign country recognized by
         the United States of America with a rating at the time as of which any
         investment therein
<PAGE>
                                                                              33


         is made of "P-1" (or higher) according to Moody's or "A-1" (or higher)
         according to Standard and Poor's; and

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

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

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this
Indenture.

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

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

                  "Unrestricted Subsidiary" means:

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

                  (2) any Subsidiary of an Unrestricted Subsidiary.

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


<PAGE>

                                                                              34

$1,000, such designation would be permitted under Section 4.04. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that immediately after giving effect to such
designation (A) the Company could Incur $1.00 of additional Indebtedness under
Section 4.03(a) and (B) no Default shall have occurred and be continuing. Any
such designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

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

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

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

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

<PAGE>
                                                                              35


                  "Wholly Owned Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which (other than directors' qualifying shares or shares
required by applicable law to be held by a Persons other than the Company or
another Wholly Owned Subsidiary but not exceeding 15% of the total Voting Stock
of such Restricted Subsidiary) is owned by the Company or one or more other
Wholly Owned Subsidiaries.

                        SECTION 1.02. Other Definitions.

<Table>
<Caption>
                                                                    Defined in
                                        Term                          Section
                                        ----                        -----------
<S>                                                                 <C>
"Affiliate Transaction"........................................     4.07
"Appendix......................................................     2.01
"Bankruptcy Law"...............................................     6.01
"Change of Control Offer"......................................     4.08(b)
"covenant defeasance option"...................................     8.01(b)
"Custodian"....................................................     6.01
"Event of Default".............................................     6.01
"Initial Lien".................................................     4.09
"Initial Securities"...........................................     Appendix
"legal defeasance option"......................................     8.01(b)
"Legal Holiday"................................................     11.08
"Offer"........................................................     4.06(b)
"Offer Amount".................................................     4.06(c)(2)
"Offer Period".................................................     4.06(c)(2)
"Paying Agent".................................................     2.03
"Private Exchange Securities"..................................     Appendix
"Purchase Date"................................................     4.06(c)(1)
"Registrar"....................................................     2.03
"Reversion Date"...............................................     4.14
"Successor Company"............................................     5.01(a)(1)
"Suspended Covenants"..........................................     4.14
"Suspension Date"..............................................     4.14
"Suspension Period"............................................     4.14
"Transfer Restricted Securities"...............................     Appendix
</Table>

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

                  "Commission" means the SEC;

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

<PAGE>
                                                                              36


                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.

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

                  SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

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

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

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

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

<PAGE>
                                                                              37


                                   ARTICLE 2

                                 The Securities

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

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

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

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

                  On the Issue Date, the Trustee shall authenticate and deliver
$253,029,000 million of 10-3/4% Senior Notes Due 2010 and, at any time and from
time to time thereafter, the Trustee shall authenticate and deliver Securities
for original issue in an aggregate principal amount specified in such order, in
each case upon a written order of the

<PAGE>
                                                                              38


Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and, in the case of an issuance of
Additional Securities pursuant to Section 2.13 after the Issue Date, shall
certify that such issuance is in compliance with Section 4.03.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

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

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

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

<PAGE>
                                                                              39


                  SECTION 2.04. Paying Agent to Hold Money in Trust. Prior to
11:00 a.m. New York City time, on each due date of the principal and interest on
any Security, the Company shall deposit with the Paying Agent a sum sufficient
to pay such principal and interest when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on the Securities and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.

                  SECTION 2.05. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

                  SECTION 2.06. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are
presented to the Registrar or a co-registrar with a request to exchange them for
an equal principal amount of Securities of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. The
Company may require payment of a sum sufficient to cover any taxes, assessments
or other governmental charges in connection with any transfer or exchange
pursuant to this Section (other than any such

<PAGE>
                                                                              40


transfer taxes, assessments or similar governmental charge payable upon exchange
or transfer pursuant to Section 3.06, 4.06, 4.08 or 9.05).

                  SECTION 2.07. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

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

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

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, by 11:00 a.m. New York City time, on a
redemption date or other maturity date money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that
date such Securities (or portions thereof) cease to be outstanding and interest
on them ceases to accrue.

<PAGE>
                                                                              41


                  SECTION 2.09. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

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

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

                  SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers and corresponding "ISINs" (if then generally
in use) and, if so, the Trustee shall use "CUSIP" numbers and corresponding
"ISINs" in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance

<PAGE>
                                                                              42


may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

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

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

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

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

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

                                   ARTICLE 3

                                   Redemption

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


<PAGE>
                                                                              43


to be redeemed and the paragraph of Section 5 of the Securities pursuant to
which the redemption will occur.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

                  SECTION 3.02. Selection of Securities to Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed on a pro rata basis, by lot or by such other method
that the Trustee in its sole discretion shall deem to be fair and appropriate.
The Trustee shall make the selection from outstanding Securities not previously
called for redemption. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than $1,000. Securities
and portions of them the Trustee selects shall be in principal amounts of $1,000
or a whole multiple of $1,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or
portions of Securities to be redeemed.

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

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

                  (1) the redemption date;

                  (2) the redemption price, if then determinable and, if not,
         the manner in which it would be determined;

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

<PAGE>
                                                                              44


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

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

                  (6) that, unless the Company defaults in making such
         redemption payment, interest on Securities (or portion thereof) called
         for redemption ceases to accrue on and after the redemption date; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

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

                  SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m.
New York City time, on the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancellation.

<PAGE>
                                                                              45


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

                                   ARTICLE 4

                                    Covenants

                  SECTION 4.01. Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if, by 11:00 a.m. New York
City time, on such date the Trustee or the Paying Agent holds in accordance with
this Indenture money sufficient to pay all principal and interest then due.

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

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

                  At any time that any of the Company's Subsidiaries are
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations", of the financial condition and results of operations of
the Company and its

<PAGE>
                                                                              46


Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.

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

                  SECTION 4.03. Limitation on Indebtedness. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company and the
Subsidiary Guarantors shall be entitled to Incur Indebtedness if, on the date of
such Incurrence and after giving effect thereto on a pro forma basis, no Default
has occurred and is continuing, the Consolidated Coverage Ratio exceeds 2.5 to 1
and the Consolidated Leverage Ratio would be less than 3.5 to 1.

                  (b) In addition to Indebtedness that may be Incurred pursuant
to the foregoing paragraph (a), the Company and the Restricted Subsidiaries
shall be entitled to Incur any or all of the following additional Indebtedness:

                  (1) Indebtedness Incurred by the Company and its Subsidiary
         Guarantors pursuant to the Credit Agreement; provided, however, that,
         after giving effect to any such Incurrence, the aggregate principal
         amount of all Indebtedness Incurred under this clause (1) and then
         outstanding does not exceed the greater of (i) $300.0 million less the
         sum of all principal payments with respect to such Indebtedness
         pursuant to paragraph (a)(3)(A) of Section 4.06 and (ii) 70% of the
         book value of the accounts receivable of the Company and its Restricted
         Subsidiaries;

                  (2) Indebtedness owed to and held by the Company or a
         Restricted Subsidiary; provided, however, that (A) any subsequent
         issuance or transfer of any Capital Stock which results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         subsequent transfer of such Indebtedness (other than to the Company or
         a Restricted Subsidiary) shall be
<PAGE>
                                                                              47


         deemed, in each case, to constitute the Incurrence of such Indebtedness
         by the obligor thereon, (B) if the Company is the obligor on such
         Indebtedness, such Indebtedness is expressly subordinated to the prior
         payment in full in cash of all obligations with respect to the
         Securities and (C) if a Subsidiary Guarantor is the obligor on such
         Indebtedness, such Indebtedness is expressly subordinated to the prior
         payment in full in cash of all obligations of such obligor with respect
         to its Subsidiary Guaranty;

                  (3) the Securities and the Exchange Securities (other than any
         Additional Securities);

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

                  (5) Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on or prior to the date on which such Subsidiary was
         acquired by the Company (other than Indebtedness Incurred in connection
         with, or to provide all or any portion of the funds or credit support
         utilized to consummate, the transaction or series of related
         transactions pursuant to which such Subsidiary became a Subsidiary or
         was acquired by the Company); provided, however, that on the date of
         such acquisition and after giving pro forma effect thereto, the Company
         would have been able to Incur at least $1.00 of additional Indebtedness
         pursuant to paragraph (a) of this Section 4.03;

                  (6) Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to paragraph (a) of this Section 4.03 or pursuant to
         clause (3), (4), (5) or (6) of this Section 4.03(b);

                  (7) Hedging Obligations consisting of Interest Rate Agreements
         directly related to Indebtedness permitted to be Incurred by the
         Company and its Restricted Subsidiaries pursuant to this Indenture and
         Hedging Obligations Incurred in the ordinary course of business and not
         for speculation pursuant to any Currency Agreement;

                  (8) obligations in respect of performance, bid and surety
         bonds and completion guarantees provided by the Company or any
         Restricted Subsidiary in the

<PAGE>
                                                                              48


         ordinary course of business (but excluding any Performance Letters of
         Credit);

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

                  (10) Indebtedness Incurred by Foreign Subsidiaries in the
         ordinary course of business (A) for working capital purposes or (B) in
         respect of Performance Letters of Credit;

                  (11) Guarantees of Indebtedness of any Foreign Subsidiary
         incurred under clause (10) of this Section 4.03(b) by the Company, any
         Subsidiary Guarantor or any other Foreign Subsidiary;

                  (12) Indebtedness consisting of the Subsidiary Guaranty of a
         Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of
         Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause
         (1), (2), (3), or (4) of this Section 4.03(b) or pursuant to clause (6)
         of this Section 4.03(b) to the extent the Refinancing Indebtedness
         Incurred thereunder directly or indirectly Refinances Indebtedness
         Incurred pursuant to Section 4.03(a) or pursuant to clause (3) or (4)
         of this Section 4.03(b); and

                  (13) Indebtedness of the Company or of any of its Restricted
         Subsidiaries in an aggregate principal amount which, when taken
         together with all other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the date of such Incurrence (other than
         Indebtedness permitted by clauses (1) through (12) of this Section
         4.03(b) or Section 4.03(a)) does not exceed $25.0 million; provided,
         however that not more than $10.0 million of such amount may be Incurred
         by Restricted Subsidiaries that are not Subsidiary Guarantors; provided
         further, however, that no such Indebtedness of any Restricted
         Subsidiary (other than a Subsidiary Guarantor) will consist of
         Guarantees of Indebtedness of the Company or any other Restricted
         Subsidiary.

<PAGE>
                                                                              49


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

                  (d) For purposes of determining compliance with this Section
4.03:

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

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

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

                  (e) For purposes of determining compliance with any U.S.
dollar restriction on the Incurrence of Indebtedness where the Indebtedness
Incurred is denominated in a different currency, the amount of such Indebtedness
shall be the U.S. Dollar Equivalent determined on the date of the incurrence of
such Indebtedness; provided, however, that if any such Indebtedness denominated
in a different currency is subject to a Currency Agreement with respect to U.S.
dollars covering all principal, premium, if any, and interest payable on such
Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be
as provided in such Currency Agreement. The principal amount of any Refinancing
Indebtedness Incurred in the same currency as the Indebtedness being Refinanced
shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to
the extent that (1) such U.S. Dollar Equivalent was determined

<PAGE>
                                                                              50


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

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

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

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

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

                           (A) 40% of the Consolidated Net Income accrued during
                  the period (treated as one accounting period) from the
                  beginning of the fiscal quarter during which the Issue Date
                  occurs to the end of the most recent fiscal quarter ending at
                  least 45 days prior to the date of such Restricted Payment
                  (or, in case such Consolidated Net Income shall be a deficit,
                  minus 100% of such deficit); plus

                           (B) the sum of (x) 100% of the aggregate Net Cash
                  Proceeds received by the Company from the issuance or sale of
                  its Capital Stock (other than Disqualified Stock) subsequent
                  to the Issue Date (other than an issuance or sale to a
                  Subsidiary of the Company and other than an issuance or sale
                  to an employee stock ownership plan or to a trust established
                  by the Company or any of its Subsidiaries for the benefit of
                  their employees), (y) 85% of the fair market value of property
                  constituting Additional Assets received
<PAGE>
                                                                              51


                  by the Company or a Restricted Subsidiary subsequent to the
                  Issue Date in exchange for Capital Stock (other than
                  Disqualified Stock) of the Company (other than any such
                  property received from a Subsidiary of the Company), such fair
                  market value to be determined in good faith by the Board of
                  Directors but subject to confirmation thereof by an
                  Independent Qualified Party if such value exceeds $10.0
                  million and (z) 100% of any cash capital contribution received
                  by the Company from its shareholders subsequent to the Issue
                  Date; plus

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

                           (D) an amount equal to the sum of (x) the net
                  reduction in the Investments (other than Permitted
                  Investments) made by the Company or any Restricted Subsidiary
                  in any Person resulting from repurchases, repayments or
                  redemptions of such Investments by such Person, proceeds
                  realized on the sale of such Investment and proceeds
                  representing the return of capital (excluding dividends and
                  distributions), in each case received by the Company or any
                  Restricted Subsidiary, and (y) to the extent such Person is an
                  Unrestricted Subsidiary, the portion (proportionate to the
                  Company's equity interest in such Subsidiary) of the fair
                  market value of the net assets of such Unrestricted Subsidiary
                  at

<PAGE>
                                                                              52

                  the time such Unrestricted Subsidiary is designated a
                  Restricted Subsidiary; provided, however, that the foregoing
                  sum shall not exceed, in the case of any Person or
                  Unrestricted Subsidiary, the amount of Investments (excluding
                  Permitted Investments) previously made (and treated as a
                  Restricted Payment) by the Company or any Restricted
                  Subsidiary in such Person or Unrestricted Subsidiary.

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

                  (1) any Restricted Payment made out of the Net Cash Proceeds
         of the substantially concurrent sale of, or made by exchange for,
         Capital Stock of the Company (other than Disqualified Stock and other
         than Capital Stock issued or sold to a Subsidiary of the Company or an
         employee stock ownership plan or to a trust established by the Company
         or any of its Subsidiaries for the benefit of their employees) or a
         substantially concurrent cash capital contribution received by the
         Company from its shareholders; provided, however, that (A) such
         Restricted Payment shall be excluded in the calculation of the amount
         of Restricted Payments and (B) the Net Cash Proceeds from such sale or
         such cash capital contribution (to the extent so used for such
         Restricted Payment) shall be excluded from the calculation of amounts
         under Section 4.04(a)(3)(B);

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

                  (3) dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this Section 4.04; provided, however, that any such
         dividend shall be included in the calculation of the amount of
         Restricted Payments;

<PAGE>
                                                                              53


                  (4) so long as no Default has occurred and is continuing, the
         repurchase or other acquisition of shares of Capital Stock of the
         Company or any of its Subsidiaries from employees, former employees,
         directors or former directors of the Company or any of its Subsidiaries
         (or permitted transferees of such employees, former employees,
         directors or former directors), pursuant to the terms of the agreements
         (including employment agreements) or plans (or amendments thereto)
         approved by the Board of Directors under which such individuals
         purchase or sell or are granted the option to purchase or sell, shares
         of such Capital Stock; provided, however, that the aggregate amount of
         such repurchases and other acquisitions shall not exceed $1.0 million
         in any calendar year; provided further, however, that such repurchases
         and other acquisitions shall be excluded in the calculation of the
         amount of Restricted Payments;

                  (5) any purchase of fractional shares of common stock of the
         Company in connection with the conversion of securities of the Company
         convertible into common stock; provided, however, that such purchases
         shall be excluded in the calculation of the amount of Restricted
         Payments;

                  (6) purchases of shares of Capital Stock of any Restricted
         Subsidiary owned by professional engineers in connection with licensing
         requirements in an aggregate amount not to exceed $500,000; provided,
         however, that such purchases shall be excluded in the calculation of
         the amount of Restricted Payments;

                  (7) any purchase or redemption of Subordinated Obligations
         from Net Available Cash to the extent permitted by Section 4.06 after
         the Company (or a Restricted Subsidiary, as the case may be) has made
         an offer to the Holders of the Securities to purchase the Securities
         pursuant to clause (a)(3)(C) of Section 4.06; provided, however, that
         such purchase or redemption shall be excluded in the calculation of the
         amount of Restricted Payments; and

                  (8) other Restricted Payments in an aggregate amount not to
         exceed $20.0 million; provided, however, that such Restricted Payments
         shall be excluded in the calculation of the amount of Restricted
         Payments.
<PAGE>
                                                                              54


                  SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:

                  (1) with respect to clauses (a), (b) and (c) of this Section
         4.05,

                           (i) any encumbrance or restriction pursuant to an
                  agreement in effect at or entered into on the Issue Date;

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

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

                           (iv) any such encumbrance or restriction

<PAGE>
                                                                              55


                  with respect to a Restricted Subsidiary imposed pursuant to an
                  agreement entered into for the sale or disposition of all or
                  substantially all the Capital Stock or assets of such
                  Restricted Subsidiary pending the closing of such sale or
                  disposition; and

                           (2) with respect to clause (c) of this Section 4.05
                  only, any restriction or encumbrance

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

                                    (B) that restricts in a customary manner the
                           subletting, assignment or transfer of any property or
                           asset that is subject to a lease, license or similar
                           contract, or the assignment or transfer of any such
                           lease, license or other contract;

                                    (C) pursuant to customary provisions
                           restricting dispositions of real property interests
                           set forth in any reciprocal easement agreements of
                           the Company or any Restricted Subsidiary;

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

                                    (E) imposed by customary provisions in joint
                           venture agreements and similar agreements that
                           restrict the transfer of the interest in the joint
                           venture.

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

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

<PAGE>
                                                                              56



         Board of Directors or by any Senior Officer of the Company if such fair
         market value is less than $5.0 million, of the shares and assets
         subject to such Asset Disposition;

                  (2) except to the extent the Company or a Restricted
         Subsidiary receives Additional Assets in exchange for such Asset
         Disposition, at least 75% of the consideration thereof received by the
         Company or such Restricted Subsidiary is in the form of cash or cash
         equivalents; and

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

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

                           (B) second, to the extent of the balance of such Net
                  Available Cash after application in accordance with clause
                  (A), to the extent the Company elects, to acquire Additional
                  Assets within one year from the later of the date of such
                  Asset Disposition or the receipt of such Net Available Cash;
                  and

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

<PAGE>
                                                                              57


                  provided, however, that in connection with any prepayment,
                  repayment or purchase of Indebtedness pursuant to clause (A)
                  or (C) above, the Company or such Restricted Subsidiary shall
                  permanently retire such Indebtedness and shall cause the
                  related loan commitment (if any) to be permanently reduced in
                  an amount equal to the principal amount so prepaid, repaid or
                  purchased.

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

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

                  (1) the assumption of Indebtedness of the Company (other than
         obligations in respect of Disqualified Stock of the Company) or any
         Restricted Subsidiary (other than obligations in respect of
         Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and
         the release of the Company or such Restricted Subsidiary from all
         liability on such Indebtedness in connection with such Asset
         Disposition; and

                  (2) securities received by the Company or any Restricted
         Subsidiary from the transferee that are converted by the Company or
         such Restricted Subsidiary into cash within 180 days from the date of
         receipt of such securities, to the extent of cash received in that
         conversion.

                  (b) In the event of an Asset Disposition that requires the
purchase of Securities (and other Senior Indebtedness of the Company) pursuant
to clause (a)(3)(C) of this Section 4.06, the Company shall purchase Securities
tendered pursuant to an offer by the Company for the Securities (and such other
Senior Indebtedness) (the "Offer") at a purchase price of 100% of their
principal

<PAGE>
                                                                              58


amount (or in the event such other Senior Indebtedness of the Company was issued
with significant original issue discount, 100% of the accreted value thereof),
without premium, plus accrued but unpaid interest (or, in respect of such other
Senior Indebtedness of the Company, such lesser price, if any, as may be
provided for by the terms of such Senior Indebtedness) in accordance with the
procedures (including prorating in the event of oversubscription) set forth in
this Indenture. If the aggregate purchase price of the securities tendered
exceeds the Net Available Cash allotted to their purchase, the Company shall
select the securities to be purchased on a pro rata basis but in round
denominations, which in the case of the Securities will be denominations of
$1,000 principal amount or multiples thereof. The Company shall not be required
to make an Offer to purchase Securities (and other Senior Indebtedness of the
Company) pursuant to this Section 4.06 if the Net Available Cash available
therefor is less than $10.0 million (which lesser amount shall be carried
forward for purposes of determining whether such an Offer is required with
respect to the Net Available Cash from any subsequent Asset Disposition). Upon
completion of such an offer to purchase, Net Available Cash will be deemed to be
reset to zero.

                  (c) (1) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall deliver to the
Trustee and send, by first-class mail to each Holder, a written notice stating
that the Holder may elect to have his Securities purchased by the Company either
in whole or in part (subject to prorating as described in Section 4.06(b) in the
event the Offer is oversubscribed) in integral multiples of $1,000 of principal
amount, at the applicable purchase price. The notice shall specify a purchase
date not less than 30 days nor more than 60 days after the date of such notice
(the "Purchase Date") and shall contain such information concerning the business
of the Company which the Company in good faith believes will enable such Holders
to make an informed decision and all instructions and materials necessary to
tender Securities pursuant to the Offer, together with the information contained
in clause (3).

                  (2) Not later than the date upon which written notice of an
         Offer is delivered to the Trustee as provided below, the Company shall
         deliver to the
<PAGE>
                                                                              59


         Trustee an Officers' Certificate as to (A) the amount of the Offer (the
         "Offer Amount"), including information as to any other Senior
         Indebtedness included in the Offer, (B) the allocation of the Net
         Available Cash from the Asset Dispositions pursuant to which such Offer
         is being made and (C) the compliance of such allocation with the
         provisions of Section 4.06(a) and (b). By 11:00 a.m. New York City
         time, on the Purchase Date, the Company shall also irrevocably deposit
         with the Trustee or with a Paying Agent (or, if the Company is acting
         as its own Paying Agent, segregate and hold in trust) cash in an amount
         equal to the Offer Amount to be held for payment in accordance with the
         provisions of this Section. If the Offer includes other Senior
         Indebtedness, the deposit described in the preceding sentence may be
         made with any other paying agent pursuant to arrangements satisfactory
         to the Trustee. Upon the expiration of the period for which the Offer
         remains open (the "Offer Period"), the Company shall deliver to the
         Trustee for cancellation the Securities or portions thereof which have
         been properly tendered to and are to be accepted by the Company. The
         Trustee shall, on the Purchase Date, mail or deliver payment (or cause
         the delivery of payment) to each tendering Holder in the amount of the
         purchase price. In the event that the aggregate purchase price of the
         Securities delivered by the Company to the Trustee is less than the
         Offer Amount applicable to the Securities, the Trustee shall deliver
         the excess to the Company immediately after the expiration of the Offer
         Period for application in accordance with this Section 4.06.

                  (2) Holders electing to have a Security purchased shall be
         required to surrender the Security, with an appropriate form duly
         completed, to the Company at the address specified in the notice at
         least three Business Days prior to the Purchase Date. Holders shall be
         entitled to withdraw their election if the Trustee or the Company
         receives not later than one Business Day prior to the Purchase Date, a
         telex, facsimile transmission or letter setting forth the name of the
         Holder, the principal amount of the Security which was delivered for
         purchase by the Holder and a statement that such Holder is withdrawing
         his election to have such Security purchased. Holders
<PAGE>
                                                                              60


         whose Securities are purchased only in part shall be issued new
         Securities equal in principal amount to the unpurchased portion of the
         Securities surrendered.

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

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

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

                  (1) the terms of the Affiliate Transaction are no less
         favorable to the Company or such Restricted Subsidiary than those that
         could be obtained at the time of the Affiliate Transaction in
         arm's-length dealings with a Person who is not an Affiliate;

                  (2) if such Affiliate Transaction involves an amount in excess
         of $5.0 million, the terms of the Affiliate Transaction are set forth
         in writing and a majority of the non-employee directors of the Company
         disinterested with respect to such Affiliate Transaction have
         determined in good faith that the criteria set forth in Section
         4.07(a)(1) are satisfied and have approved the relevant Affiliate
         Transaction

<PAGE>
                                                                              61


         as evidenced by a resolution of the Board of Directors; and

                  (3) if such Affiliate Transaction involves an amount in excess
         of $20.0 million, the Board of Directors shall also have received a
         written opinion from an Independent Qualified Party to the effect that
         such Affiliate Transaction is fair, from a financial standpoint, to the
         Company and its Restricted Subsidiaries or is not less favorable to the
         Company and its Restricted Subsidiaries than could reasonably be
         expected to be obtained at the time in an arm's-length transaction with
         a Person who was not an Affiliate.

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

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

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

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

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

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

<PAGE>
                                                                              62


                  (6) the issuance or sale of any Capital Stock (other than
         Disqualified Stock) of the Company or any contribution to the capital
         of the Company or any Restricted Subsidiary;

                  (7) any indemnification arrangements entered into by the
         Company in the ordinary course of business;

                  (8) any employment arrangements entered into by the Company or
         any of its Restricted Subsidiaries in the ordinary course of business
         (except with a Permitted Holder); and

                  (9) transactions in the ordinary course of business entered
         into or awarded on the basis of a competitive bid process.

                  SECTION 4.08. Change of Control. (a) Upon the occurrence of a
Change of Control, each Holder shall have the right to require that the Company
purchase such Holder's Securities at a purchase price in cash equal to 101% of
the principal amount thereof on the date of purchase, plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the terms contemplated in Section
4.08(b).

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

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

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

<PAGE>
                                                                              63


(3)      the instructions, as determined by the Company, consistent with this
         Section 4.08, that a Holder must follow in order to have its Securities
         purchased.

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

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

                  (e) Notwithstanding the foregoing provisions of this Section,
the Company shall not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

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

                  SECTION 4.09. Limitation on Liens. The Company shall not, and
shall not permit any Restricted Subsidiary
<PAGE>
                                                                              64


to, directly or indirectly, Incur or permit to exist any Lien (the "Initial
Lien") of any nature whatsoever on any of its properties (including Capital
Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, securing any Indebtedness, other than Permitted Liens, without
effectively providing that the Securities shall be secured equally and ratably
with (or prior to) the obligations so secured for so long as such obligations
are so secured.

                  Any Lien created for the benefit of the Holders of the
Securities pursuant to the preceding sentence shall provide by its terms that
such Lien shall be automatically and unconditionally released and discharged
upon the release and discharge of the Initial Lien.

                  SECTION 4.10. Limitation on Sale/Leaseback Transactions. The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
any Sale/Leaseback Transaction with respect to any property unless:

                  (a) the Company or such Restricted Subsidiary would be
entitled to (1) Incur Indebtedness in an amount equal to the Attributable Debt
with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and (2)
create a Lien on such property securing such Attributable Debt without equally
and ratably securing the Securities pursuant to Section 4.09;

                  (b) the net proceeds received by the Company or any Restricted
Subsidiary in connection with such Sale/Leaseback Transaction are at least equal
to the fair market value (as determined in good faith by the Board of Directors
or by any Senior Officer of the Company if such fair market value is less than
$5.0 million) of such property; and

                  (c) the Company applies the proceeds of such transaction in
compliance with Section 4.06.


                  SECTION 4.11. Future Guarantors. The Company shall cause each
domestic Restricted Subsidiary that Incurs any Indebtedness (other than
Indebtedness Incurred pursuant to Section 4.03(b)(5) or 4.03(b)(13)) to, and
each Foreign Subsidiary that enters into a Guarantee of any Senior Indebtedness
of any Person (other than a Foreign Subsidiary that Guarantees Senior
Indebtedness Incurred by another Foreign Subsidiary) to, in each case, at the
same time,
<PAGE>
                                                                              65



execute and deliver to the Trustee a Guaranty Agreement pursuant to which such
Restricted Subsidiary will Guarantee payment of the Securities on the same terms
and conditions as those set forth in this Indenture.

                  SECTION 4.12. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate (with at least one of the signatories being the
principal executive officer, principal financial officer or principal accounting
officer of the Company) stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during the previous year. If they do, the certificate shall describe
the Default, its status and what action the Company is taking or proposes to
take with respect thereto.

                  SECTION 4.13. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                  SECTION 4.14. Suspension of Certain Covenants. Following the
first day (the "Suspension Date") that:

                  (1) the Securities have an Investment Grade Rating from both
         of the Rating Agencies, and

                  (2) no Default has occurred and is continuing under this
         Indenture,

the Company and its Restricted Subsidiaries shall not be subject to the
provisions of this Indenture under Sections 4.03, 4.04, 4.05, 4.06, 4.07 and
5.01(a)(3), (collectively, the "Suspended Covenants"). In addition, the
Subsidiary Guaranties of the Subsidiary Guarantors shall also be suspended as of
the Suspension Date. The Company shall notify the Trustee promptly following the
Suspension Date of the suspension of the Suspended Covenants. In the event that
the Company and its Restricted Subsidiaries are not subject to the Suspended
Covenants for any period of time as a result of the foregoing, and on any
subsequent date (the "Reversion Date") one or both of the Rating Agencies
withdraws its Investment Grade Rating or downgrades the rating assigned to the
Securities below an Investment Grade

<PAGE>
                                                                              66


Rating, then the Company and the Restricted Subsidiaries shall thereafter again
be subject to the Suspended Covenants with respect to future events and the
Subsidiary Guaranties shall be reinstated. The Company shall notify the Trustee
promptly following the Reversion Date of the reinstatement of the Suspended
Covenants. The period of time between the Suspension Date and the Reversion Date
is referred to in this Indenture as the "Suspension Period". Notwithstanding
that the Suspended Covenants may be reinstated, no default shall be deemed to
have occurred as a result of a failure to comply with the Suspended Covenants
during the Suspension Period.

                  On the Reversion Date, all Indebtedness Incurred during the
Suspension Period shall be classified to have been Incurred pursuant to Section
4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such
Indebtedness would be permitted to be Incurred thereunder as of the Reversion
Date and after giving effect to Indebtedness Incurred prior to the Suspension
Period and outstanding on the Reversion Date). To the extent such Indebtedness
would not be so permitted to be Incurred pursuant to Section 4.03(a) or (b),
such Indebtedness shall be deemed to have been outstanding on the Issue Date, so
that it is classified as permitted under Section 4.03(b)(4). Calculations made
after the Reversion Date of the amount available to be made as Restricted
Payments under Section 4.04 shall be made as though Section 4.04 had been in
effect since the Issue Date and throughout the Suspension Period. Restricted
Payments made during the Suspension Period shall reduce the amount available to
be made as Restricted Payments under Section 4.04(a), and the items specified in
subclauses (3)(A) through (3)(D) of Section 4.04(a) shall increase the amount
available to be made under paragraph (a) thereof. For purposes of determining
compliance with Section 4.06(a), on the Reversion Date, the Net Available Cash
from all Asset Dispositions not applied in accordance with such Section shall be
deemed to be reset to zero.

                                   ARTICLE 5

                               Successor Company

                  SECTION 5.01. When Company May Merge or Transfer Assets. (a)
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease, in one

<PAGE>
                                                                              67


transaction or a series of transactions, directly or indirectly, all or
substantially all its assets to, any Person, unless:

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

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

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

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

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

                  For purposes of this Section 5.01, the sale, lease,
conveyance, assignment, transfer or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company,
which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially
<PAGE>
                                                                              68

all of the properties and assets of the Company on a consolidated basis, shall
be deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

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

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

                  (1) except in the case of a Subsidiary Guarantor that has been
         disposed of in its entirety to another Person (other than to the
         Company or an Affiliate of the Company), whether through a merger,
         consolidation or sale of Capital Stock or assets, if in connection
         therewith the Company provides an Officers' Certificate to the Trustee
         to the effect that the Company will comply with its obligations under
         Section 4.06 in respect of such disposition, the resulting, surviving
         or transferee Person (if not such Subsidiary) shall be a Person
         organized and existing under the laws of the jurisdiction under which
         such Subsidiary was organized or under the laws of the United States of
         America, or any State thereof or the District of Columbia, and such
         Person shall expressly assume, by a Guaranty Agreement, in a form
         satisfactory to the Trustee, all the obligations of such Subsidiary, if
         any, under its Subsidiary Guaranty;

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

<PAGE>
                                                                              69


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

                                   ARTICLE 6

                              Defaults and Remedies

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

                  (1) the Company defaults in the payment of interest on any
         Security when the same become due and payable, and such default
         continues for a period of 30 days;

                  (2) the Company defaults in the payment of the principal of
         any Security when the same becomes due and payable at its Stated
         Maturity, upon optional redemption, upon required purchase, upon
         declaration of acceleration or otherwise;

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

                  (4) the Company fails to comply with Section 4.02, 4.03, 4.04,
         4.05, 4.06, 4.07, 4.08, 4.09, 4.10 or 4.11 (other than a failure to
         purchase Securities when required under Section 4.06 or 4.08) and such
         failure continues for 30 days after the notice specified below;

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

                  (6) Indebtedness of any Subsidiary Guarantor, the Company or
         any Significant Subsidiary is not paid within any applicable grace
         period after final maturity or is accelerated by the holders thereof
         because of a default and the total amount of such Indebtedness unpaid
         or accelerated exceeds $20.0 million, or its foreign currency
         equivalent at the time;

<PAGE>
                                                                              70


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

                           (A) commences a voluntary case;

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

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

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

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

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

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

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

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

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

                  (9) any judgment or decree for the payment of money in excess
         of $20.0 million or its foreign currency equivalent at the time is
         entered against a Subsidiary Guarantor, the Company or any Significant
         Subsidiary, remains outstanding for a period of 60 consecutive days
         following the entry of such judgment or decree and is not discharged,
         waived or the execution thereof stayed; or

<PAGE>
                                                                              71


                  (10) a Subsidiary Guaranty ceases to be in full force and
         effect (other than in accordance with the terms of such Subsidiary
         Guaranty) or a Subsidiary Guarantor denies or disaffirms its
         obligations under its Subsidiary Guaranty.

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

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

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

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

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs

<PAGE>
                                                                              72


and is continuing, the principal of and accrued but unpaid interest on all the
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholders.
The Holders of a majority in principal amount of the Securities by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

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

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

                  SECTION 6.05. Control by Majority. The Holders of a majority
in principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.

<PAGE>
                                                                              73


However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or would involve the
Trustee in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification or security satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

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

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

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

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

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

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

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

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in

<PAGE>
                                                                              74


the Securities, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

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

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

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

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

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

                  THIRD: to the Company.

<PAGE>
                                                                              75


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

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

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

                                    ARTICLE 7

                                     Trustee

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

<PAGE>
                                                                              76


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

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

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

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

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

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

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

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

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

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

<PAGE>
                                                                              77


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

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

                  SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document.

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

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

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

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

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal

<PAGE>
                                                                              78



with the Company or its Affiliates with the same rights it would have if it were
not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do
the same with like rights. However, the Trustee must comply with Sections 7.10
and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

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

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

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

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



<PAGE>
                                                                              79


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

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

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

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

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

<PAGE>
                                                                              80


                  (4) the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

<PAGE>
                                                                              81


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

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50.0 million as set forth in
its most recently published annual report of condition. The Trustee shall comply
with TIA Section 310(b); provided, however, that there shall be excluded from
the operation of TIA Section 310(b)(1) any indenture or indentures under which
other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

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

                                   ARTICLE 8

                       Discharge of Indenture; Defeasance

                  SECTION 8.01. Discharge of Liability on Securities;
Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (2) all outstanding Securities have become due and payable,
whether at Stated Maturity or on a redemption date as a result of the mailing of
a notice of redemption pursuant to Article 3 hereof and the Company irrevocably
deposits with the Trustee funds sufficient to pay at Stated Maturity or upon
redemption all outstanding
<PAGE>
                                                                              82


Securities, including interest thereon to Stated Maturity or such redemption
date (other than Securities replaced pursuant to Section 2.07), and if in either
case the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (1) all its obligations and the obligations of the Subsidiary
Guarantors under the Securities and this Indenture ("legal defeasance option")
or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10 and 4.11 and the operation of Sections 6.01(4), 6.01(6), 6.01(7),
6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect
only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations
contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.

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

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

                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this Article 8 shall

<PAGE>
                                                                              83



survive until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.07, 8.04 and 8.05 shall survive.

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

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

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

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

                  (4) the deposit does not constitute a default under any other
         agreement binding on the Company;

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

                  (6) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (B) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Securityholders will
<PAGE>
                                                                              84


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

                  (7) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Securityholders will not recognize income, gain or loss for
         Federal income tax purposes as a result of such covenant defeasance and
         will be subject to Federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         covenant defeasance had not occurred; and

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

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

                  SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities.

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

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

<PAGE>
                                                                              85


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

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

                                   ARTICLE 9

                                   Amendments

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

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

                  (2) to comply with Article 5;

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

<PAGE>
                                                                              86


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

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

                  (6) to comply with any requirements of the SEC in connection
         with the qualification of this Indenture under the TIA; or

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

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

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

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

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

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

                  (4) make any change in Article 3 of this Indenture or in
         Section 5 of any Security that would adversely affect the
         Securityholders;

<PAGE>
                                                                              87


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

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

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

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

                  (9) make any change in, or release other than in accordance
         with this Indenture, any Subsidiary Guaranty that would adversely
         affect the Securityholders.

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

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

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

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

<PAGE>
                                                                              88


before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Securityholder. An amendment or
waiver becomes effective upon the execution of such amendment or waiver by the
Trustee.

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

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

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

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

<PAGE>
                                                                              89


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

                                   ARTICLE 10

                              Subsidiary Guaranties

                  SECTION 10.01. Guaranties. Each Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Securities when due,
whether at Stated Maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the
"Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Subsidiary Guarantor and that such Subsidiary
Guarantor will remain bound under this Article 10 notwithstanding any extension
or renewal of any Guaranteed Obligation.

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

<PAGE>
                                                                              90


for the Guaranteed Obligations or any of them; (e) the failure of any Holder or
the Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change
in the ownership of such Subsidiary Guarantor.

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

                  Except as expressly set forth in Sections 8.01(b), 10.02 and
10.06, the obligations of each Subsidiary Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful
or otherwise, in the performance of the obligations, or by any other act or
thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of such Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.

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

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Subsidiary

<PAGE>
                                                                              91


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

                  Each Subsidiary Guarantor agrees that, as between it, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the Guaranteed Obligations may be accelerated as provided in Article 6 for
the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations, and (y) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in
Article 6, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary Guarantor for the purposes
of this Section.

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

                  SECTION 10.02. Limitation on Liability. Any term or provision
of this Indenture to the contrary notwithstanding, the maximum aggregate amount
of the Guaranteed Obligations by any Subsidiary Guarantor shall not exceed the
maximum amount that can be hereby Guaranteed without rendering this Indenture,
as it relates to such Subsidiary Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                  SECTION 10.03. Successors and Assigns. This Article 10 shall
be binding upon each Subsidiary Guarantor and its successors and assigns and
shall enure to the benefit of the successors and assigns of the Trustee and

<PAGE>
                                                                              92


the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
this Indenture and in the Securities shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions of this
Indenture.

                  SECTION 10.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 10 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article 10
at law, in equity, by statute or otherwise.

                  SECTION 10.05. Modification. No modification, amendment or
waiver of any provision of this Article 10, nor the consent to any departure by
any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case
shall entitle such Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

                  SECTION 10.06. Release of Subsidiary Guarantor. Upon (1) the
sale or other disposition (including by way of consolidation or merger) of a
Subsidiary Guarantor or (2) the sale or disposition of all or substantially all
the assets of a Subsidiary Guarantor, in each case other than to the Company or
an Affiliate of the Company and as permitted by this Indenture, such Subsidiary
Guarantor shall be released from all obligations under this Article 10 without
any further action required on the part of the Trustee or any Holder, provided,
however, the Company provides an Officers' Certificate to the Trustee to the
effect that the Company shall comply with its obligations under Section 4.06
with respect to such sale or disposition. The Subsidiary Guaranty of a
Subsidiary Guarantor also shall be released from all obligations under this
Article 10 without any further action required on the part of the Trustee or any
Holder (1) upon the designation

<PAGE>
                                                                              93


of such Subsidiary Guarantor as an Unrestricted Subsidiary, (2) at such time as
such Subsidiary Guarantor does not have any Indebtedness outstanding that would
have required such Subsidiary Guarantor to enter into a Guaranty Agreement
pursuant to Section 4.11 or (3) as and when provided in Section 8.01(b). At the
request of the Company, the Trustee shall execute and deliver an appropriate
instrument evidencing such release.

                  SECTION 10.07. Contribution. Each Subsidiary Guarantor that
makes a payment under its Subsidiary Guaranty shall be entitled upon payment in
full of all guarantied obligations under this Indenture to a contribution from
each other Subsidiary Guarantor in an amount equal to such other Subsidiary
Guarantor's pro rata portion of such payment based on the respective net assets
of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP.

                                   ARTICLE 11

                                  Miscellaneous

                  SECTION 11.01. Trust Indenture Act Controls. Whether prior to
or following the qualification of this Indenture under the TIA, if any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in an indenture qualified under the TIA, the required
provision shall control.

                  SECTION 11.02. Notices. Any notice or communication shall be
in writing in the English language and delivered in person or mailed by
first-class mail addressed as follows:

                  if to the Company or any Subsidiary Guarantor:

                           The Shaw Group Inc.
                           4171 Essen Lane
                           Baton Rouge, LA 70809

                           Attention of General Counsel

                  if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, 8th Floor
                           New York, NY 10286

                           Attention of Corporate Trust Department

<PAGE>
                                                                              94


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

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

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

                  SECTION 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, any Subsidiary Guarantor, the Trustee, the Registrar
and anyone else shall have the protection of TIA Section 312(c).

                  SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company or any Subsidiary
Guarantor to the Trustee to take or refrain from taking any action under this
Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall
furnish to the Trustee:

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

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

<PAGE>
                                                                              95


                  SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

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

                  SECTION 11.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

                  SECTION 11.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

                  SECTION 11.08. Legal Holidays. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular

<PAGE>
                                                                              96


record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 11.09. Governing Law. This Indenture and the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York.

                  SECTION 11.10. No Recourse Against Others. A director,
officer, employee, incorporator, stockholder, member or manager, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or this Indenture or of such
Subsidiary Guarantor under its Subsidiary Guaranty or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release shall be part of the consideration for
the issue of the Securities.

                  SECTION 11.11. Successors. All agreements of the Company and
the Subsidiary Guarantors in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.

                  SECTION 11.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 11.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


<PAGE>
                                                                              97


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

                                    THE SHAW GROUP INC.

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

                                    American Plastic Pipe and Supply, L.L.C.
                                    Arlington Avenue E Venture, LLC
                                    Benicia North Gateway II, L.L.C.
                                    B. F. Shaw, Inc.
                                    Camden Road Venture, LLC
                                    C.B.P. Engineering Corp.
                                    Chimento Wetlands, L.L.C.
                                    EMCON/OWT, Inc.
                                    Field Services, Inc.
                                    Great Southwest Parkway Venture, LLC
                                    HL Newhall II, L.L.C.
                                    Jernee Mill Road, L.L.C.
                                    Kato Road II, L.L.C.
                                    KIP I, L.L.C.
                                    LandBank Baker, L.L.C.
                                    LandBank Properties, L.L.C.
                                    LFG Specialties, L.L.C.
                                    Millstone River Wetland Services, L.L.C.
                                    Norwood Venture I, L.L.C.
                                    Otay Mesa Ventures II, L.L.C.
                                    Plattsburg Venture, L.L.C.
                                    Power Technologies, Inc.
                                    Prospect Industries (Holdings), Inc.
                                    Raritan Venture I, L.L.C.
                                    S C Woods, L.L.C.
                                    Shaw A/DE, Inc.
                                    Shaw Alloy Piping Products, Inc.

<PAGE>



                                    Shaw Beneco, Inc.
                                    Shaw California, L.L.C.
                                    Shaw Capital, Inc.
                                    Shaw CMS, Inc.
                                    Shaw Connex, Inc.
                                    Shaw Constructors, Inc.
                                    Shaw E&I Investment Holdings, Inc.
                                    Shaw Environmental, Inc.
                                    Shaw Environmental & Infrastructure, Inc.
                                    Shaw Environmental Liability Solutions,
                                    L.L.C.
                                    Shaw Fabricators, Inc.
                                    Shaw Facilities, Inc.
                                    Shaw FCI, Inc.
                                    Shaw FVF, Inc.
                                    Shaw Global Energy Services, Inc.
                                    Shaw GRP of California
                                    Shaw Heat, Inc.
                                    Shaw Industrial Supply Co., Inc.
                                    Shaw Infrastructure, Inc.
                                    Shaw Intellectual Property Holdings, Inc.
                                    Shaw International, Inc.
                                    Shaw JV Holdings, L.L.C.
                                    Shaw Maintenance, Inc.
                                    Shaw Managed Services, Inc.
                                    Shaw Management Services One, Inc.
                                    Shaw NAPTech, Inc.
                                    Shaw Pipe Shields, Inc.
                                    Shaw Pipe Supports, Inc.
                                    Shaw Power Services Group, L.L.C.
                                    Shaw Power Services, Inc.
                                    Shaw Process and Industrial Group, Inc.
                                    Shaw Process Fabricators, Inc.
                                    Shaw Property Holdings, Inc.
                                    Shaw Remediation Services, L.L.C.
                                    Shaw Services, L.L.C.
                                    Shaw SSS Fabricators, Inc.

<PAGE>


                                    Shaw Sunland Fabricators, Inc.
                                    Shaw Word Industries Fabricators, Inc.
                                    So-Glen Gas Co., LLC
                                    Stone & Webster Asia, Inc.
                                    Stone & Webster Construction, Inc.
                                    Stone & Webster Construction Services,
                                    L.L.C.
                                    Stone & Webster Holding One, Inc.
                                    Stone & Webster Holding Two, Inc.
                                    Stone & Webster, Inc.
                                    Stone & Webster International, Inc.
                                    Stone & Webster International Holdings, Inc.
                                    Stone & Webster--IT Russia Management
                                    Consultants, Inc.
                                    Stone & Webster--JSC Management
                                    Consultants, Inc.
                                    Stone & Webster Management Consultants, Inc.
                                    Stone & Webster Massachusetts, Inc.
                                    Stone & Webster Michigan, Inc.
                                    Stone & Webster Process Technology, Inc.
                                    Stone & Webster Services, L.L.C.
                                    SWINC Acquisition Five, L.L.C.
                                    The LandBank Group, Inc.
                                    Whippany Venture I, L.L.C.

                                    By
                                       ----------------------------------------
                                       Gary P. Graphia
                                       Authorized Agent acting
                                       on behalf of each of the
                                       above listed Subsidiary
                                       Guarantors

<PAGE>


                                    THE BANK OF NEW YORK, AS TRUSTEE

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


<PAGE>


                                                 RULE 144A/REGULATION S APPENDIX

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

         1. Definitions

         1.1 Definitions.

                  For the purposes of this Appendix the following terms shall
have the meanings indicated below:

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

                  "Exchange Securities" means (1) the 10-3/4% Senior Notes Due
2010 issued pursuant to the Indenture in connection with a Registered Exchange
Offer pursuant to a Registration Rights Agreement and (2) Additional Securities,
if any, issued pursuant to a registration statement filed with the SEC under the
Securities Act.

                  "Initial Purchasers" means (1) with respect to the Initial
Securities issued on the Issue Date, Credit Suisse First Boston LLC, UBS Warburg
LLC, BMO Nesbitt Burns Corp., BNP Paribas Securities Corp., Credit Lyonnais
Securities (USA) Inc. and U.S. Bancorp Piper Jaffray Inc. and (2) with respect
to each issuance of Additional Securities, the Persons purchasing such
Additional Securities under the related Purchase Agreement.

                  "Initial Securities" means (1) $253,029,000.0 million
aggregate principal amount of 10-3/4% Senior Notes Due 2010 issued on the Issue
Date and (2) Additional Securities, if any, issued in a transaction exempt from
the registration requirements of the Securities Act.

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

<PAGE>
                                                                               2


                  "Private Exchange Securities" means any 10-3/4% Senior
Securities Due 2010 issued in connection with a Private Exchange.

                  "Purchase Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Purchase Agreement dated March 12, 2003
among the Company, the Subsidiary Guarantors and the Initial Purchasers, and (2)
with respect to each issuance of Additional Securities, the purchase agreement
or underwriting agreement among the Company and the Persons purchasing such
Additional Securities.

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

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

                  "Registration Rights Agreement" means (1) with respect to the
Initial Securities issued on the Issue Date, the Registration Rights Agreement
dated March 17, 2003 among the Company, the Subsidiary Guarantors and the
Initial Purchasers, and (2) with respect to each issuance of Additional
Securities issued in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement, if any, among the Company
and the Persons purchasing such Additional Securities under the related Purchase
Agreement.

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

                  "Securities Act" means the Securities Act of 1933.

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

                  "Shelf Registration Statement" means the registration
statement issued by the Company in connection

<PAGE>
                                                                               3


with the offer and sale of Initial Securities or Private Exchange Securities
pursuant to a Registration Rights Agreement.

                  "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 2.3(b) hereof.

         1.2 Other Definitions.

<Table>
<Caption>
                                                                    Defined in
                  Term                                               Section:
                  ----                                              ----------
<S>                                                                 <C>
"Agent Members"......................................................  2.1(b)
"Global Security"....................................................  2.1(a)
"Regulation S".......................................................  2.1(a)
"Restricted Global Security".........................................  2.1(a)
"Rule 144A"..........................................................  2.1(a)
</Table>

         2. The Securities.

         2.1 (a) Form and Dating. Initial Securities offered and sold to a QIB
in reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance
on Regulation S under the Securities Act ("Regulation S"), in each case as
provided in a Purchase Agreement, and Private Exchange Securities, as provided
in a Registration Rights Agreement, shall be issued initially in the form of one
or more permanent global Securities in definitive, fully registered form without
interest coupons with the global securities legend and restricted securities
legend set forth in Exhibit 1 hereto (each, a "Restricted Global Security"),
which shall be deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Trustee, as custodian for the Depository (or with
such other custodian as the Depository may direct), and registered in the name
of the Depository or a nominee of the Depository, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee as hereinafter provided. Exchange Securities shall be issued in
global form (with the global securities legend set forth in Exhibit 1 hereto) or
in certificated form as provided in Section 2.4 of this Appendix. Exchange
Securities issued in global form and Restricted Global Securities are sometimes
referred to in this Appendix as "Global Securities".

<PAGE>
                                                                               4


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

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

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

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

         2.2 Authentication. The Trustee shall authenticate and deliver: (1) on
the Issue Date, an aggregate principal amount of $253,029,000 million 10-3/4%
Senior Notes Due 2010, (2) any Additional Securities for an original issue in an
aggregate principal amount specified in the written order of the Company
pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private
Exchange Securities for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Securities, in each case upon a written order of

<PAGE>
                                                                               5

the Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and, in the case of any issuance of
Additional Securities pursuant to Section 2.13 of the Indenture, shall certify
that such issuance is in compliance with Section 4.03 of the Indenture.

         2.3 Transfer and Exchange.

                  (a) Transfer and Exchange of Global Securities. (i) The
transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depository, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depository therefor. A transferor of a beneficial interest in a Global
Security shall deliver to the Registrar a written order given in accordance with
the Depository's procedures containing information regarding the participant
account of the Depository to be credited with a beneficial interest in the
Global Security. The Registrar shall, in accordance with such instructions
instruct the Depository to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global
Security being transferred.

                  (ii) Notwithstanding any other provisions of this Appendix
         (other than the provisions set forth in Section 2.4), a Global Security
         may not be transferred as a whole except by the Depository to a nominee
         of the Depository or by a nominee of the Depository to the Depository
         or another nominee of the Depository or by the Depository or any such
         nominee to a successor Depository or a nominee of such successor
         Depository.

                  (iii) In the event that a Restricted Global Security is
         exchanged for Securities in certificated registered form pursuant to
         Section 2.4 of this Appendix, prior to the consummation of a Registered
         Exchange Offer or the effectiveness of a Shelf Registration Statement
         with respect to such Securities, such Securities may be exchanged only
         in accordance with such procedures as are substantially consistent with
         the provisions of this Section 2.3

<PAGE>
                                                                               6


         (including the certification requirements set forth on the reverse of
         the Initial Securities intended to ensure that such transfers comply
         with Rule 144A or Regulation S, as the case may be) and such other
         procedures as may from time to time be adopted by the Company.

                  (b) Legend.

                  (i) Except as permitted by the following paragraphs (ii),
         (iii) and (iv), each Security certificate evidencing the Restricted
         Global Securities (and all Securities issued in exchange therefor or in
         substitution thereof) shall bear a legend in substantially the
         following form:

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS
                  SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
                  THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                  THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
                  THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
                  EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
                  ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE
                  UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
                  IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
                  UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN
                  AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
                  SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION
                  UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
                  AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
                  THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
                  OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
                  AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
                  PURCHASER OF THIS

<PAGE>
                                                                               7


                  SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
                  ABOVE.

                  (ii) Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Restricted Global Security) pursuant to Rule 144 under the Securities
         Act, the Registrar shall permit the transferee thereof to exchange such
         Transfer Restricted Security for a certificated Security that does not
         bear the legend set forth above and rescind any restriction on the
         transfer of such Transfer Restricted Security, if the transferor
         thereof certifies in writing to the Registrar that such sale or
         transfer was made in reliance on Rule 144 (such certification to be in
         the form set forth on the reverse of the Security).

                  (iii) After a transfer of any Initial Securities or Private
         Exchange Securities pursuant to and during the period of the
         effectiveness of a Shelf Registration Statement with respect to such
         Initial Securities or Private Exchange Securities, as the case may be,
         all requirements pertaining to legends on such Initial Security or such
         Private Exchange Security will cease to apply, the requirements
         requiring any such Initial Security or such Private Exchange Security
         issued to certain Holders be issued in global form will cease to apply,
         and a certificated Initial Security or Private Exchange Security or an
         Initial Security or Private Exchange Security in global form, in each
         case without restrictive transfer legends, will be available to the
         transferee of the Holder of such Initial Securities or Private Exchange
         Securities upon exchange of such transferring Holder's certificated
         Initial Security or Private Exchange Security or directions to transfer
         such Holder's interest in the Global Security, as applicable.

                  (iv) Upon the consummation of a Registered Exchange Offer with
         respect to the Initial Securities, all requirements pertaining to such
         Initial Securities that Initial Securities issued to certain Holders be
         issued in global form will still apply with respect to Holders of such
         Initial Securities that do not exchange their Initial Securities, and
         Exchange Securities in certificated or global form will be available to
         Holders that exchange such Initial Securities in such Registered
         Exchange Offer.

<PAGE>
                                                                               8


                  (v) Upon the consummation of a Private Exchange with respect
to the Initial Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain Holders be issued in global
form will still apply with respect to Holders of such Initial Securities that do
not exchange their Initial Securities, and Private Exchange Securities in global
form with the global securities legend and the Restricted Securities Legend set
forth in Exhibit 1 hereto will be available to Holders that exchange such
Initial Securities in such Private Exchange.

                  (c) Cancellation or Adjustment of Global Security. At such
time as all beneficial interests in a Global Security have either been exchanged
for certificated Securities, redeemed, purchased or canceled, such Global
Security shall be returned to the Depository for cancellation or retained and
canceled by the Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for certificated
Securities, redeemed, purchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

                  (d) Obligations with Respect to Transfers and Exchanges of
Securities.

                           (i) To permit registrations of transfers and
         exchanges, the Company shall execute and the Trustee shall authenticate
         certificated Securities and Global Securities at the Registrar's or
         co-registrar's request.

                           (ii) No service charge shall be made for any
         registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax, assessments, or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes, assessments or similar governmental charge
         payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.08
         and 9.05 and of the Indenture).

<PAGE>
                                                                               9


                           (iii) The Registrar or co-registrar shall not be
         required to register the transfer of or exchange of any Security for a
         period beginning 15 Business Days before the mailing of a notice of an
         offer to repurchase or redeem Securities or 15 Business Days before an
         interest payment date.

                           (iv) Prior to the due presentation for registration
         of transfer of any Security, the Company, the Trustee, the Paying
         Agent, the Registrar or any co-registrar may deem and treat the person
         in whose name a Security is registered as the absolute owner of such
         Security for the purpose of receiving payment of principal of and
         interest on such Security and for all other purposes whatsoever,
         whether or not such Security is overdue, and none of the Company, the
         Trustee, the Paying Agent, the Registrar or any co-registrar shall be
         affected by notice to the contrary.

                           (v) All Securities issued upon any transfer or
         exchange pursuant to the terms of this Indenture shall evidence the
         same debt and shall be entitled to the same benefits under this
         Indenture as the Securities surrendered upon such transfer or exchange.

                  (e) No Obligation of the Trustee.

                           (i) The Trustee shall have no responsibility or
         obligation to any beneficial owner of a Global Security, a member of,
         or a participant in the Depository or other Person with respect to the
         accuracy of the records of the Depository or its nominee or of any
         participant or member thereof, with respect to any ownership interest
         in the Securities or with respect to the delivery to any participant,
         member, beneficial owner or other Person (other than the Depository) of
         any notice (including any notice of redemption) or the payment of any
         amount, under or with respect to such Securities. All notices and
         communications to be given to the Holders and all payments to be made
         to Holders under the Securities shall be given or made only to or upon
         the order of the registered Holders (which shall be the Depository or
         its nominee in the case of a Global Security). The rights of beneficial
         owners in any Global Security shall be exercised only through the
         Depository subject to the applicable rules and procedures of the

<PAGE>
                                                                              10


         Depository. The Trustee may rely and shall be fully protected in
         relying upon information furnished by the Depository with respect to
         its members, participants and any beneficial owners.

                           (ii) The Trustee shall have no obligation or duty to
         monitor, determine or inquire as to compliance with any restrictions on
         transfer imposed under this Indenture or under applicable law with
         respect to any transfer of any interest in any Security (including any
         transfers between or among Depository participants, members or
         beneficial owners in any Global Security) other than to require
         delivery of such certificates and other documentation or evidence as
         are expressly required by, and to do so if and when expressly required
         by, the terms of this Indenture, and to examine the same to determine
         substantial compliance as to form with the express requirements hereof.

         2.4 Certificated Securities.

                  (a) A Global Security deposited with the Depository or with
the Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of certificated
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a "clearing agency"
registered under the Exchange Act and in either event a successor depositary is
not appointed by the Company within 90 days of such notice, or (ii) an Event of
Default has occurred and is continuing and DTC notifies the Trustee of its
decision to exchange the Global Securities, or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of certificated Securities under this Indenture.

                  (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section shall be surrendered by the Depository
to the Trustee located at its principal corporate trust office in the Borough of
Manhattan, The City of New York, to be so transferred, in whole or from time to
time in part, without

<PAGE>
                                                                              11


charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of
certificated Initial Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 principal amount and
any integral multiple thereof and registered in such names as the Depository
shall direct. Any certificated Initial Security or Private Exchange Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.3(b), bear the restricted securities legend set
forth in Exhibit 1 hereto.

                  (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

                  (d) In the event of the occurrence of any of the events
specified in Section 2.4(a), the Company shall promptly make available to the
Trustee a reasonable supply of certificated Securities in definitive, fully
registered form without interest coupons.

<PAGE>

                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN

<PAGE>
                                                                               2



A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.


<PAGE>

                                                                               3

No.                                                                  $

                                                             CUSIP No.
                                                              ISIN No.

                          10-3/4% Senior Note Due 2010

                  The Shaw Group Inc., a Louisiana corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum of               Dollars
on March 15, 2010.

                  Interest Payment Dates: March 15 and September 15.

                  Record Dates: March 1 and September 1.

                  Additional provisions of this Security are set forth on the
other side of this Security.

Dated:

                                               THE SHAW GROUP INC.

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

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE BANK OF NEW YORK
     as Trustee, certifies
           that this is one of
           the Securities referred
           to in the Indenture.
     By
        -------------------------
        Authorized Signatory


<PAGE>

                                                                               4

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                          10-3/4% Senior Note Due 2010

1. Interest

                  The Shaw Group Inc., a Louisiana corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.25% per annum (increasing by an additional 0.25% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
default occurs up to a maximum additional interest rate of 1.50%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually on March 15 and September 15 of each
year, commencing [ ]. Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from March 17, 2003. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. The Company will pay interest on overdue principal at the
rate borne by this Security plus 1.0% per annum, and it will pay interest on
overdue installments of interest at the same rate to the extent lawful.

2. Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the March 1 or September 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of

<PAGE>

                                                                               5

immediately available funds to the accounts specified by The Depository Trust
Company. The Company will make all payments in respect of a certificated
Security (including principal, premium and interest) by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3. Paying Agent and Registrar

                  Initially, The Bank of New York, a New York banking
corporation (the "Trustee"), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4. Indenture

                  The Company issued the Securities under an Indenture dated as
of March 17, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors
and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "Act"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.

                  The Securities are general unsecured obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13
of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture. The Indenture contains covenants that limit

<PAGE>
                                                                               6

the ability of the Company and certain of its subsidiaries to incur additional
indebtedness or issue preferred stock; pay dividends or distributions on, or
redeem or repurchase capital stock; make investments; engage in transactions
with affiliates; create liens on assets; transfer or sell assets; guarantee
indebtedness; restrict dividends or other payments of certain subsidiaries;
consolidate, merge or transfer all or substantially all of its assets and the
assets of certain of its subsidiaries; and engage in sale/leaseback
transactions. These covenants are subject to important exceptions and
qualifications, and certain of such covenants are subject to suspension on the
conditions and for the periods specified in Section 4.14 of the Indenture.

5. Optional Redemption

                  Except as set forth below, the Company will not be entitled to
redeem the Securities.

                  On and after March 15, 2007, the Company shall be entitled at
its option to redeem all or a portion of the Securities upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed in
percentages of principal amount on the redemption date), plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the 12-month period commencing on March 15 of
the years set forth below:

<Table>
<Caption>
                                                 Redemption
                      Period                       Price
                      ------                     ----------
<S>                                              <C>
                      2007                       105.375%
                      2008                       102.688%
                      2009 and thereafter        100.000%
</Table>

                  In addition, prior to March 15, 2006, the Company will be
entitled at its option on one or more occasions to redeem Securities (which
includes Additional Securities, if any) in an aggregate principal amount not to
exceed 35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) originally issued at a redemption price
(expressed as a percentage of principal amount) of 110.75%, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds from one or
more Equity Offerings; provided, however, that

<PAGE>
                                                                               7

(1) at least 65% of such aggregate principal amount of Securities (which
includes Additional Securities, if any) remains outstanding immediately after
the occurrence of each such redemption (other than Securities held, directly or
indirectly, by the Company or its Affiliates); and (2) each such redemption
occurs within 90 days after the date of the related Equity Offering.

                  Prior to March 15, 2007, the Company may at its option redeem
all, but not less than all, of the Securities at a redemption price equal to
100% of the principal amount of the Securities plus the Applicable Premium as
of, and accrued and unpaid interest to, the redemption date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date). Notice of such redemption must be mailed by
first-class mail to each Holder's registered address, not less than 30 nor more
than 60 days prior to the redemption date.

                  "Applicable Premium" means, with respect to a Security at any
redemption date, the greater of (i) 1.0% of the principal amount of such
Security and (ii) the excess of (A) the present value at such redemption date of
(1) the redemption price of such Security on March 15, 2007 (such redemption
price being described in the second paragraph of this Section 5 exclusive of any
accrued interest) plus (2) all required remaining scheduled interest payments
due on such Security through March 15, 2007 (but excluding accrued and unpaid
interest to the redemption date), computed using a discount rate equal to the
Adjusted Treasury Rate, over (B) the principal amount of such Security on such
redemption date.

                  "Adjusted Treasury Rate" means, with respect to any redemption
date, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities", for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after March 15, 2007, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the

<PAGE>
                                                                               8

Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per year equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, in each case calculated on the third
Business Day immediately preceding the redemption date, plus 0.50%.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities from the redemption date to March 15, 2007,
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a maturity most nearly equal to March 15, 2007.

                  "Comparable Treasury Price" means, with respect to any
redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the
average of three, or such lesser number as is obtained by the Trustee, Reference
Treasury Dealer Quotations for such redemption date.

                  "Quotation Agent" means the Reference Treasury Dealer selected
by the Trustee after consultation with the Company.

                  "Reference Treasury Dealer" means Credit Suisse First Boston
LLC and its successors and assigns, and two other nationally recognized
investment banking firms selected by the Company that are primary U.S.
Government securities dealers.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day immediately preceding such
redemption date.

<PAGE>
                                                                               9


6. Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued interest
on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent by 11:00 a.m., New York City time, on the
redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such Securities (or such portions thereof)
called for redemption.

7. Put Provisions

                  Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a repurchase price equal to 101% of the principal amount of
the Securities to be repurchased plus accrued interest to the date of repurchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date) as provided in, and
subject to the terms of, the Indenture.

8. Guaranty

                  The payment by the Company of the principal of, and premium
and interest on, the Securities is fully and unconditionally guaranteed on a
joint and several senior basis by each of the Subsidiary Guarantors to the
extent set forth in the Indenture.

9. Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be

<PAGE>
                                                                              10


redeemed) or any Securities for a period of 15 Business Days before the mailing
of a notice of an offer to repurchase or redeem Securities or 15 Business Days
before an interest payment date.

10. Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

11. Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

12. Discharge and Defeasance

                  Subject to certain conditions, the Company at any time shall
be entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or Stated Maturity, as the case may be.

13. Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture
or the Securities to cure any ambiguity, omission, defect or inconsistency, or
to comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add
Guarantees with respect to the Securities, including Subsidiary Guaranties, or
to

<PAGE>
                                                                              11


secure the Securities, or to add additional covenants or surrender rights and
powers conferred on the Company or the Subsidiary Guarantors, or to comply with
any request of the SEC in connection with qualifying the Indenture under the
Act, or to make any change that does not adversely affect the rights of any
Securityholder.

14. Defaults and Remedies

                  Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at Stated Maturity, upon redemption pursuant to
Section 5 above, upon acceleration or otherwise, or failure by the Company to
redeem or purchase Securities when required; (iii) failure by the Company to
comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$20.0 million; (v) certain events of bankruptcy or insolvency with respect to
the Company, the Subsidiary Guarantors and the Significant Subsidiaries; (vi)
certain judgments or decrees for the payment of money in excess of $20.0 million
and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

                  Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if it
determines that withholding notice is in the interests of the Holders.

<PAGE>
                                                                              12


15. Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

16. No Recourse Against Others

                  A director, officer, employee, incorporator, stockholder,
member or manager, as such, of the Company or any Subsidiary Guarantor shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or of such Subsidiary Guarantor under its Subsidiary Guaranty or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

17. Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18. Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

19. CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the

<PAGE>
                                                                              13


accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

20. Holders' Compliance with Registration Rights Agreement.

                  Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

21. Governing Law.

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE, WHICH
HAS IN THE APPENDIX THEREOF THE TEXT OF THIS SECURITY, AND A COPY OF THE
REGISTRATION RIGHTS AGREEMENT. REQUESTS MAY BE MADE TO:

                  THE SHAW GROUP INC.
                  4171 ESSEN LANE
                  BATON ROUGE, LA 70809

                  ATTENTION:  GENERAL COUNSEL

<PAGE>
                                                                              14


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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

          (Insert assignee's soc. sec. or tax I.D. No.)

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

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

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

Date:                              Your Signature:
     --------------------------                    -----------------------------

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

Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1) [ ]  to the Company; or

         (2) [ ]  pursuant to an effective registration statement under the
                  Securities Act of 1933; or
<PAGE>
                                                                              15


         (3) [ ]  inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (4) [ ]  outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

         (5) [ ]  pursuant to the exemption from registration provided by Rule
                  144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee shall be entitled to require, prior to registering any such
transfer of the Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act.

                                                -------------------------------
                                                Signature

Signature Guarantee:


-------------------------------                 -------------------------------
Signature must be guaranteed                    Signature


<PAGE>
                                                                              16


         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


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

<PAGE>
                                                                              17


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
      -------------------------------            -------------------------------
                                                 Notice: To be executed by
                                                         an executive officer
<PAGE>
                                                                              18


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

               The following increases or decreases in this Global
                            Security have been made:

<Table>
<Caption>
      Date of                Amount of           Amount of           Principal amount    Signature of
      Exchange               decrease in         increase in         of this Global      authorized
                             principal amount    principal amount    Security            officer of
                             of this Global      of this Global      following such      Trustee or
                             Security            Security            decrease or         Securities
                                                                     increase            Custodian
<S>                          <C>                 <C>                 <C>                 <C>

</Table>


<PAGE>
                                                                              19


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box:

[ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture,
state the amount in principal amount:

Dated:                            Your Signature:
      ----------------------                     -------------------------------
                                                 (Sign exactly as your
                                                 name appears on the
                                                 other side of this
                                                 Security.)

Signature Guarantee:
                    -----------------------------------------------------------
                                   (Signature must be guaranteed)

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<PAGE>
                                                                         ANNEX A


                                                                       EXHIBIT A

                       [FORM OF FACE OF EXCHANGE SECURITY
                       OR PRIVATE EXCHANGE SECURITY] */**/
                                                    -- --

*/ If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from
such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY".

**/ If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Rule 144A/Regulation S
Appendix and replace the Assignment Form included in this Exhibit A with the
Assignment Form included in such Exhibit 1.

<PAGE>
                                                                              2


No.                                                                      $
                                                                  CUSIP No.
                                                                  ISIN No.

                          10-3/4% Senior Note Due 2010

         The Shaw Group Inc., a Louisiana corporation, promises to pay to Cede &
Co., or registered assigns, the principal sum of                    Dollars on
March 15, 2010.

         Interest Payment Dates: March 15 and September 15.

         Record Dates: March 1 and September 1.

         Additional provisions of this Security are set forth on the other side
of this Security.

         Dated: March 17, 2003

                                               THE SHAW GROUP INC.

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

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE BANK OF NEW YORK
     as Trustee, certifies
           that this is one of
           the Securities referred
           to in the Indenture.
     By
        --------------------------
        Authorized Signatory

<PAGE>
                                                                               3


                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                          OR PRIVATE EXCHANGE SECURITY]

                          10-3/4% Senior Note Due 2010

1. Interest

         The Shaw Group Inc., a Louisiana corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above[; provided, however, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.25% per annum
(increasing by an additional 0.25% per annum after each consecutive 90-day
period that occurs after the date on which such Registration default occurs up
to a maximum additional interest rate of 1.50%) from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured.](1) The Company will pay
interest semiannually on March 15 and September 15 of each year, commencing [ ].
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from March 17, 2003.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company will pay interest on overdue principal at the rate borne by
this Security plus 1.0% per annum, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.

2. Method of Payment

         The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 1 or September 1 next preceding the interest payment
date even if Securities are canceled after the

----------
(1) Insert if at the date of issuance of the Exchange Security or Private
Exchange Security (as the case may be) any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.

<PAGE>
                                                                               4


record date and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
the Securities represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company. The Company will make
all payments in respect of a certificated Security (including principal, premium
and interest) by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on a certificated Security will be
made by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3. Paying Agent and Registrar

         Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4. Indenture

         The Company issued the Securities under an Indenture dated as of March
17, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.

<PAGE>
                                                                               5


         The Securities are general unsecured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional Securities pursuant to Section 2.13 of the
Indenture. The Initial Securities issued on the Issue Date, any Additional
Securities and all Exchange Securities or Private Exchange Securities issued in
exchange therefor will be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and certain of its subsidiaries to incur additional indebtedness or
issue preferred stock; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; engage in transactions with
affiliates; create liens on assets; transfer or sell assets; guarantee
indebtedness; restrict dividends or other payments of certain subsidiaries;
consolidate, merge or transfer all or substantially all of its assets and the
assets of certain of its subsidiaries; and engage in sale/leaseback
transactions. These covenants are subject to important exceptions and
qualifications, and certain of such covenants are subject to suspension on the
conditions and for the periods specified in Section 4.14 of the Indenture.

5. Optional Redemption

         Except as set forth below, the Company will not be entitled to redeem
the Securities.

         On and after March 15, 2007, the Company shall be entitled at its
option to redeem all or a portion of the Securities upon not less than 30 nor
more than 60 days' notice, at the redemption prices (expressed in percentages of
principal amount, on the redemption date) plus accrued and unpaid interest to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on March 15 of the years set
forth below:

<Table>
<Caption>
                                                   Redemption
                Period                                Price
                ------                             ----------
<S>                                                <C>
                2007                                105.375%
                2008                                102.688%
                2009 and thereafter                 100.000%
</Table>

<PAGE>
                                                                               6


         In addition, prior to March 15, 2006, the Company will be entitled at
its option on one or more occasions to redeem Securities (which includes
Additional Securities, if any) in an aggregate principal amount not to exceed
35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) originally issued at a redemption price
(expressed as a percentage of principal amount) of 110.75%, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds from one or
more Equity Offerings; provided, however, that (1) at least 65% of such
aggregate principal amount of Securities (which includes Additional Securities,
if any) remains outstanding immediately after the occurrence of each such
redemption (other than Securities held, directly or indirectly, by the Company
or its Affiliates); and (2) each such redemption occurs within 90 days after the
date of the related Equity Offering.

                  Prior to March 15, 2007, the Company may at its option redeem
all, but not less than all, of the Securities at a redemption price equal to
100% of the principal amount of the Securities plus the Applicable Premium as
of, and accrued and unpaid interest to, the redemption date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date). Notice of such redemption must be mailed by
first-class mail to each Holder's registered address, not less than 30 nor more
than 60 days prior to the redemption date.

                  "Applicable Premium" means, with respect to a Security at any
redemption date, the greater of (i) 1.0% of the principal amount of such
Security and (ii) the excess of (A) the present value at such redemption date of
(1) the redemption price of such Security on March 15, 2007 (such redemption
price being described in the second paragraph of this Section 5 exclusive of any
accrued interest) plus (2) all required remaining scheduled interest payments
due on such Security through March 15, 2007 (but excluding accrued and unpaid
interest to the redemption date), computed using a discount rate equal to the
Adjusted Treasury Rate, over (B) the principal amount of such Security on such
redemption date.

                  "Adjusted Treasury Rate" means, with respect to any redemption
date, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical

<PAGE>
                                                                               7


release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities", for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after March 15, 2007, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated on
the third Business Day immediately preceding the redemption date, plus 0.50%.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities from the redemption date to March 15, 2007,
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a maturity most nearly equal to March 15, 2007.

                  "Comparable Treasury Price" means, with respect to any
redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the
average of three, or such lesser number as is obtained by the Trustee, Reference
Treasury Dealer Quotations for such redemption date.

                  "Quotation Agent" means the Reference Treasury Dealer selected
by the Trustee after consultation with the Company.

                  "Reference Treasury Dealer" means Credit Suisse First Boston
LLC and its successors and assigns, and two other nationally recognized
investment banking firms selected by the Company that are primary U.S.
Government securities dealers.

<PAGE>
                                                                               8


                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day immediately preceding such
redemption date.

6. Notice of Redemption

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at his registered address. Securities in denominations larger than $1,000
principal amount may be redeemed in part but only in whole multiples of $1,000.
If money sufficient to pay the redemption price of and accrued interest on all
Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent by 11:00 a.m. New York City time, on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

7. Put Provisions

         Upon a Change of Control, any Holder of Securities will have the right
to cause the Company to repurchase all or any part of the Securities of such
Holder at a repurchase price equal to 101% of the principal amount of the
Securities to be repurchased plus accrued interest to the date of repurchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date) as provided in, and
subject to the terms of, the Indenture.

8. Guarantee

         The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on a joint
and several senior basis by each of the Subsidiary Guarantors to the extent set
forth in the Indenture.

<PAGE>
                                                                               9


9. Denominations; Transfer; Exchange

         The Securities are in registered form without coupons in denominations
of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 Business Days before the mailing of a notice of an
offer to repurchase or redeem Securities or 15 Business Days before an interest
payment date.

10. Persons Deemed Owners

         The registered Holder of this Security may be treated as the owner of
it for all purposes.

11. Unclaimed Money

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

12. Discharge and Defeasance

         Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or Stated Maturity, as the case may be.

13. Amendment, Waiver

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended with the written consent of the
Holders of at least
<PAGE>
                                                                              10


a majority in principal amount outstanding of the Securities and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Securities. Without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture
or the Securities to cure any ambiguity, omission, defect or inconsistency, or
to comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add
guarantees with respect to the Securities, including Subsidiary Guaranties, or
to secure the Securities, or to add additional covenants or surrender rights and
powers conferred on the Company or the Subsidiary Guarantors, or to comply with
any request of the SEC in connection with qualifying the Indenture under the Act
or to make any change that does not adversely affect the rights of any
Securityholder.

14. Defaults and Remedies

         Under the Indenture, Events of Default include (i) default for 30 days
in payment of interest on the Securities; (ii) default in payment of principal
on the Securities at Stated Maturity, upon redemption pursuant to Section 5
above, upon acceleration or otherwise, or failure by the Company to redeem or
purchase Securities when required; (iii) failure by the Company to comply with
other agreements in the Indenture or the Securities, in certain cases subject to
notice and lapse of time; (iv) certain accelerations (including failure to pay
within any grace period after final maturity) of other Indebtedness of the
Company if the amount accelerated (or so unpaid) exceeds $20.0 million; (v)
certain events of bankruptcy or insolvency with respect to the Company, the
Subsidiary Guarantors and the Significant Subsidiaries; (vi) certain judgments
or decrees for the payment of money in excess of $20.0 million and (vii) certain
defaults with respect to Subsidiary Guaranties. If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the Securities may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Securities being due and payable immediately upon the
occurrence of such Events of Default.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The

<PAGE>
                                                                              11


Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations,
Holders of a majority in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in the
interests of the Holders.

15. Trustee Dealings with the Company

         Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

16. No Recourse Against Others

         A director, officer, employee, incorporator, stockholder, member or
manager, as such, of the Company or any Subsidiary Guarantor shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or of such Subsidiary Guarantor under its Subsidiary Guaranty or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

17. Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18. Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not

<PAGE>
                                                                              12

as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

19. CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

20. [Holders' Compliance with Registration Rights Agreement.

                  Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.](2)

21. Governing Law.

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture, which
has in the Appendix thereof the text of this Security, [and a copy of the
Registration Rights Agreement](3). Requests may be made to:

                  THE SHAW GROUP INC.
                  4171 ESSEN LANE
                  BATON ROUGE, LA 70809
                  ATTENTION:  GENERAL COUNSEL



---------
(2) Delete if this Security is not being issued in exchange for an Initial
Security.

(3) Delete if this Security is not being issued in exchange for an Initial
Security.


<PAGE>
                                                                              13


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

          (Insert assignee's soc. sec. or tax I.D. No.)

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

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

Date:                              Your Signature:
     --------------------------                    ----------------------------


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

Sign exactly as your name appears on the other side of this Security.

<PAGE>
                                                                              14


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box:

[ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture,
state the amount in principal amount:

Dated:                         Your Signature:
      ----------------------                   --------------------------------
                                               (Sign exactly as your
                                               name appears on the
                                               other side of this
                                               Security.)

Signature Guarantee:
                    -----------------------------------------------------------
                                   (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


<PAGE>

                                                                         ANNEX A

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



                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of [ ] among [ ] (the "Subsidiary Guarantor"), a [ ] and a subsidiary of The
Shaw Group Inc., a Louisiana corporation (or its permitted successor) (the
"Company"), the Company, the other Subsidiary Guarantors and The Bank of New
York, as Trustee under the Indenture (the "Trustee").

                                   WITNESSETH

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of March 17, 2003,
providing for the issuance of 10-3/4% Senior Notes due 2010 (the "Securities");

                  WHEREAS, pursuant to Section 4.11 of the Indenture, the
Company may cause a domestic Restricted Subsidiary that Incurs Indebtedness
(other than Indebtedness Incurred pursuant to Section 4.03(b)(5) or 4.03(b)(13)
of the Indenture), or a Foreign Subsidiary that enters into a Guarantee of any
Senior Indebtedness of any Person (other than a Foreign Subsidiary that
Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary), to
execute and deliver to the Trustee a Guaranty Agreement pursuant to which such
Restricted Subsidiary will Guarantee payment of the Securities on the same terms
and conditions as those set forth in the Indenture; and

                  WHEREAS, pursuant to Section 9.01(4) of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

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

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

<PAGE>
                                                                               2


                  SECTION 2. Guaranties. The Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees, jointly and severally with the other
Subsidiary Guarantors, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of and interest on the
Securities when due, whether at Stated Maturity, by acceleration, by redemption
or otherwise, and all other monetary obligations of the Company under the
Indenture and the Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Company under the
Indenture and the Securities (all the foregoing being hereinafter collectively
called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from the Subsidiary Guarantor and that the
Subsidiary Guarantor will remain bound under this Supplemental Indenture
notwithstanding any extension or renewal of any Guaranteed Obligation.

                  The Subsidiary Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the Guaranteed Obligations and
also waives notice of protest for nonpayment. The Subsidiary Guarantor waives
notice of any default under the Securities or the Guaranteed Obligations. The
obligations of the Subsidiary Guarantor hereunder shall not be affected by (a)
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under the
Indenture, this Supplemental Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of the
Indenture, this Supplemental Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any of them; (e) the failure of any Holder or the
Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the
Indenture, any change in the ownership of the Subsidiary Guarantor.

                  The Subsidiary Guarantor further agrees that its Subsidiary
Guaranty herein constitutes a guarantee of payment, performance and compliance
when due (and not a

<PAGE>
                                                                               3

guarantee of collection) and waives any right to require that any resort be had
by any Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.

                  Except as expressly set forth in Section 8.01(b), 10.02 and
10.06 of the Indenture, the obligations of the Subsidiary Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination for
any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of the Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under the Indenture, this Supplemental Indenture, the Securities or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, wilful or otherwise, in the performance of the Guaranteed
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
the Subsidiary Guarantor or would otherwise operate as a discharge of the
Subsidiary Guarantor as a matter of law or equity.

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

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against the
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at Stated Maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, the
Subsidiary Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of

<PAGE>
                                                                               4


(1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid
interest on such Guaranteed Obligations (but only to the extent not prohibited
by law) and (3) all other monetary Guaranteed Obligations of the Company to the
Holders and the Trustee.

                  The Subsidiary Guarantor agrees that, as between it, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the Guaranteed Obligations may be accelerated as provided in Article 6 of the
Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty
herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Guaranteed Obligations, and (y) in the event
of any declaration of acceleration of such Guaranteed Obligations as provided in
Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantor for
the purposes of this Supplemental Indenture.

                  The Subsidiary Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section 2.

                  SECTION 3. Limitation on Liability. Any term or provision of
this Supplemental Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations by the Subsidiary Guarantor shall
not exceed the maximum amount that can be hereby guaranteed without rendering
this Supplemental Indenture, as it relates to the Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance, fraudulent transfer or
similar laws affecting the rights of creditors generally.

                  SECTION 4. Successors and Assigns. This Supplemental Indenture
shall be binding upon the Subsidiary Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
this Supplemental Indenture and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Supplemental Indenture.

<PAGE>
                                                                               5


                  SECTION 5. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Supplemental Indenture shall operate as a waiver thereof,
nor shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. The rights, remedies and benefits of
the Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have under
this Supplemental Indenture at law, in equity, by statute or otherwise.

                  SECTION 6. Modification. No modification, amendment or waiver
of any provision of this Supplemental Indenture, nor the consent to any
departure by the Subsidiary Guarantor therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice to or demand on the Subsidiary Guarantor in
any case shall entitle the Subsidiary Guarantor to any other or further notice
or demand in the same, similar or other circumstances.

                  SECTION 7. Release. Upon (1) the sale or other disposition
(including by way of consolidation or merger) of the Subsidiary Guarantor or (2)
the sale or disposition of all or substantially all the assets of the Subsidiary
Guarantor, in each case other than to the Company or an Affiliate of the Company
and as permitted by the Indenture, such Subsidiary Guarantor shall be released
from all obligations under this Supplemental Indenture without any further
action required on the part of the Trustee or any Holder, provided, however the
Company provides an Officers' Certificate to the Trustee to the effect that the
Company shall comply with its obligations under Section 4.06 of the Indenture.
The Subsidiary Guaranty of the Subsidiary Guarantor also shall be released from
all obligations under this Supplemental Indenture without any further action
required on the part of the Trustee or any Holder (1) upon the designation of
such Subsidiary Guarantor as an Unrestricted Subsidiary, (2) at such time as
such Subsidiary Guarantor does not have any Indebtedness outstanding that would
have required such Subsidiary Guarantor to enter into a Guaranty Agreement
pursuant to Section 4.11 of the Indenture or (3) as and when provided in Section
8.01(b) of the Indenture. At the request of the

<PAGE>
                                                                               6


Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.

                  SECTION 8. Contribution. The Subsidiary Guarantor shall be
entitled upon payment in full of all guarantied obligations under this
Supplemental Indenture to a contribution from each other Subsidiary Guarantor in
an amount equal to such other Subsidiary Guarantor's pro rata portion of such
payment based on the respective net assets of all the Subsidiary Guarantors at
the time of such payment determined in accordance with GAAP.

                  SECTION 9. Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                  SECTION 10. No Recourse Against Others. A director, officer,
employee, incorporator, stockholder, member or manager, as such, of the
Subsidiary Guarantor shall not have any liability for any obligations of the
Company under the Securities or the Indenture or of the Subsidiary Guarantor
under its Subsidiary Guaranty, the Indenture or this Supplemental Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such
liability. The waiver and release shall be part of the consideration for the
issue of the Securities.

                  SECTION 11. Multiple Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Supplemental Indenture.

                  SECTION 12. Headings. The headings of the Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.

<PAGE>
                                                                               7


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



                                               [SUBSIDIARY GUARANTOR]

                                               by

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


                                               THE SHAW GROUP INC.

                                               by

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


                                               [OTHER SUBSIDIARY GUARANTORS]

                                               by

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


                                               THE BANK OF NEW YORK, as Trustee

                                               by

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


<PAGE>
                                                                  EXECUTION COPY

                                 THE SHAW GROUP

                              SUBSIDIARY GUARANTORS

<Table>
<Caption>
                                                            JURISDICTION OF
                                                             INCORPORATION
            NAME OF SUBSIDIARY GUARANTOR                    OR ORGANIZATION
            ----------------------------                    ---------------
<S>                                                         <C>
American Plastic Pipe and Supply, L.L.C.                       Louisiana
Arlington Avenue E Venture, LLC                                 Delaware
Benicia North Gateway II, L.L.C.                               Louisiana
B. F. Shaw, Inc.                                             South Carolina
Camden Road Venture, LLC                                        Delaware
C.B.P. Engineering Corp.                                        Illinois
Chimento Wetlands, L.L.C.                                      Louisiana
EMCON/OWT, Inc.                                                Louisiana
Field Services, Inc.                                           Louisiana
Great Southwest Parkway Venture, LLC                            Delaware
HL Newhall II, L.L.C.                                          Louisiana
Jernee Mill Road, L.L.C.                                       Louisiana
Kato Road II, L.L.C.                                           Louisiana
KIP I, L.L.C.                                                  Louisiana
LandBank Baker, L.L.C.                                         Louisiana
LandBank Properties, L.L.C.                                    Louisiana
LFG Specialties, L.L.C.                                        Louisiana
Millstone River Wetland Services, L.L.C.                       Louisiana
Norwood Venture I, L.L.C.                                      Louisiana
</Table>

<PAGE>


<Table>
<Caption>
                                                            JURISDICTION OF
                                                             INCORPORATION
            NAME OF SUBSIDIARY GUARANTOR                    OR ORGANIZATION
            ----------------------------                    ---------------
<S>                                                         <C>
Otay Mesa Ventures II, L.L.C.                                  Louisiana
Plattsburg Venture, L.L.C.                                     Louisiana
Power Technologies, Inc.                                       Louisiana
Prospect Industries (Holdings), Inc.                            Delaware
Raritan Venture I, L.L.C.                                      Louisiana
S C Woods, L.L.C.                                               Delaware
Shaw A/DE, Inc.                                                Louisiana
Shaw Alloy Piping Products, Inc.                               Louisiana
Shaw Beneco, Inc.                                              Louisiana
Shaw California, L.L.C.                                        Louisiana
Shaw Capital, Inc.                                               Nevada
Shaw CMS, Inc.                                                  Delaware
Shaw Connex, Inc.                                               Delaware
Shaw Constructors, Inc.                                        Louisiana
Shaw E&I Investment Holdings, Inc.                             Louisiana
Shaw Environmental, Inc.                                       Louisiana
Shaw Environmental & Infrastructure, Inc.                      Louisiana
Shaw Environmental Liability Solutions, L.L.C.                 Louisiana
Shaw Fabricators, Inc.                                         Louisiana
Shaw Facilities, Inc.                                          Louisiana
</Table>

<PAGE>


<Table>
<Caption>
                                                            JURISDICTION OF
                                                             INCORPORATION
            NAME OF SUBSIDIARY GUARANTOR                    OR ORGANIZATION
            ----------------------------                    ---------------
<S>                                                         <C>
Shaw FCI, Inc.                                                  Delaware
Shaw FVF, Inc.                                                 Louisiana
Shaw Global Energy Services, Inc.                              Louisiana
Shaw GRP of California                                         California
Shaw Heat, Inc.                                                Louisiana
Shaw Industrial Supply Co., Inc.                               Louisiana
Shaw Infrastructure, Inc.                                      Louisiana
Shaw Intellectual Property Holdings, Inc.                      Louisiana
Shaw International, Inc.                                       Louisiana
Shaw JV Holdings, L.L.C.                                       Louisiana
Shaw Maintenance, Inc.                                         Louisiana
Shaw Managed Services, Inc.                                    Louisiana
Shaw Management Services One, Inc.                             Louisiana
Shaw NAPTech, Inc.                                              Delaware
Shaw Pipe Shields, Inc.                                        California
Shaw Pipe Supports, Inc.                                         Texas
Shaw Power Services Group, L.L.C.                              Louisiana
Shaw Power Services, Inc.                                      Louisiana
Shaw Process and Industrial Group, Inc.                        Louisiana
Shaw Process Fabricators, Inc.                                 Louisiana
Shaw Property Holdings, Inc.                                   Louisiana
</Table>

<PAGE>


<Table>
<Caption>
                                                            JURISDICTION OF
                                                             INCORPORATION
            NAME OF SUBSIDIARY GUARANTOR                    OR ORGANIZATION
            ----------------------------                    ---------------
<S>                                                         <C>
Shaw Remediation Services, L.L.C.                              Louisiana
Shaw Services, L.L.C.                                          Louisiana
Shaw SSS Fabricators, Inc.                                     Louisiana
Shaw Sunland Fabricators, Inc.                                 Louisiana
Shaw Word Industries Fabricators, Inc.                          Oklahoma
So-Glen Gas Co., LLC                                              Ohio
Stone & Webster Asia, Inc.                                     Louisiana
Stone & Webster Construction, Inc.                             Louisiana
Stone & Webster Construction Services, L.L.C.                  Louisiana
Stone & Webster Holding One, Inc.                              Louisiana
Stone & Webster Holding Two, Inc.                              Louisiana
Stone & Webster, Inc.                                          Louisiana
Stone & Webster International, Inc.                            Louisiana
Stone & Webster International Holdings, Inc.                   Louisiana
Stone & Webster--IT Management Consultants, Inc.               Louisiana
Stone & Webster--JSC Management Consultants, Inc.              Louisiana
Stone & Webster Management Consultants, Inc.                   Louisiana
Stone & Webster Massachusetts, Inc.                          Massachusetts
</Table>

<PAGE>


<Table>
<Caption>
                                                            JURISDICTION OF
                                                             INCORPORATION
            NAME OF SUBSIDIARY GUARANTOR                    OR ORGANIZATION
            ----------------------------                    ---------------
<S>                                                         <C>
Stone & Webster Michigan, Inc.                                  Michigan
Stone & Webster Process Technology, Inc.                       Louisiana
Stone & Webster Services, L.L.C.                               Louisiana
SWINC Acquisition Five, L.L.C.                                 Louisiana
The LandBank Group, Inc.                                       Louisiana
Whippany Venture I, L.L.C.                                     Louisiana
</Table>