<PAGE>

                                                                     Exhibit 4.4

                                   INDENTURE,

                         Dated as of September 30, 2003,

                                      among

                             HINES NURSERIES, INC.,

                                 as the Company,

                            HINES HORTICULTURE, INC.,

                                 as the Parent,

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                          as the Subsidiary Guarantors,

                                       and

                              THE BANK OF NEW YORK,

                                 as the Trustee

                          10.25% SENIOR NOTES DUE 2011



<PAGE>

                              CROSS-REFERENCE TABLE
                              ---------------------

TIA                                                                    INDENTURE
SECTION                                                                  SECTION
-------                                                                  -------
310(a)(1)....................................................   7.10
   (a)(2)....................................................   7.10
   (a)(3)....................................................   7.10
   (a)(4)....................................................   N.A.
   (a)(5)....................................................   7.10
   (b).......................................................   7.03; 7.08; 7.10
   (c).......................................................   N.A.
311(a).......................................................   7.03; 7.11
   (b).......................................................   7.03; 7.11
   (c).......................................................   7.03
312(a).......................................................   2.05
   (b).......................................................   7.07; 11.03
   (c).......................................................   11.03
313(a).......................................................   7.06
   (b)(1)....................................................   7.06
   (b)(2)....................................................   7.06
   (c).......................................................   7.06
   (d).......................................................   7.06
314(a).......................................................   4.06; 4.08
   (b).......................................................   N.A.
   (c)(1)....................................................   4.06; 11.04
   (c)(2)....................................................   11.04
   (c)(3)....................................................   4.06
   (d).......................................................   N.A.
   (e).......................................................   11.05
   (f).......................................................   N.A.
315(a).......................................................   7.01(b)
   (b).......................................................   7.05
   (c).......................................................   7.01(a)
   (d).......................................................   7.01(c)
   (e).......................................................   6.11
316(a)(last sentence)........................................   2.09
   (a)(1)(A).................................................   6.05
   (a)(1)(B).................................................   6.04
   (a)(2)....................................................   N.A.
   (b).......................................................   6.07
   (c).......................................................   9.04
317(a)(1)....................................................   6.08
   (a)(2)....................................................   6.09
   (b).......................................................   2.04
318(a).......................................................  11.01
   (b).......................................................   N.A.
   (c).......................................................  11.01
____________________
N.A. means Not Applicable

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



<PAGE>
<TABLE>

                                                 TABLE OF CONTENTS
<S>                                                                                                           <C>
                                                                                                              PAGE

ARTICLE ONE           DEFINITIONS AND INCORPORATION BY REFERENCE.................................................1

         SECTION 1.01.         Definitions.......................................................................1
         SECTION 1.02.         Incorporation by Reference of Trust Indenture Act................................25
         SECTION 1.03.         Rules of Construction............................................................26

ARTICLE TWO           THE NOTES.................................................................................26

         SECTION 2.01.         Form and Dating..................................................................26
         SECTION 2.02.         Execution and Authentication; Aggregate Principal Amount.........................27
         SECTION 2.03.         Registrar and Paying Agent.......................................................28
         SECTION 2.04.         Obligations of Paying Agent......................................................28
         SECTION 2.05.         Holder Lists.....................................................................28
         SECTION 2.06.         Transfer and Exchange............................................................29
         SECTION 2.07.         Replacement Notes................................................................29
         SECTION 2.08.         Outstanding Notes................................................................30
         SECTION 2.09.         Treasury Notes; When Notes Are Disregarded.......................................30
         SECTION 2.10.         Temporary Notes..................................................................30
         SECTION 2.11.         Cancellation.....................................................................30
         SECTION 2.12.         CUSIP Numbers....................................................................31
         SECTION 2.13.         Deposit of Moneys................................................................31
         SECTION 2.14.         Transfer and Exchange............................................................31
         SECTION 2.15.         Defaulted Interest...............................................................43

ARTICLE THREE         REDEMPTION................................................................................44

         SECTION 3.01.         Optional Redemption..............................................................44
         SECTION 3.02.         Selection of Notes to Be Redeemed................................................44
         SECTION 3.03.         Notice of Redemption.............................................................45
         SECTION 3.04.         Effect of Notice of Redemption...................................................46
         SECTION 3.05.         Deposit of Redemption Price......................................................46
         SECTION 3.06.         Notes Redeemed in Part...........................................................46

ARTICLE FOUR          COVENANTS.................................................................................46

         SECTION 4.01.         Payment of Notes.................................................................46
         SECTION 4.02.         Maintenance of Office or Agency..................................................47
         SECTION 4.03.         Corporate Existence..............................................................47
         SECTION 4.04.         Payment of Taxes and Other Claims................................................47
         SECTION 4.05.         Maintenance of Insurance.........................................................47
         SECTION 4.06.         Compliance Certificate; Notice of Default........................................48
         SECTION 4.07.         Limitation on Status as Investment Company.......................................48
         SECTION 4.08.         Reports to Holders...............................................................48
         SECTION 4.09.         Waiver of Stay, Extension or Usury Laws..........................................49
         SECTION 4.10.         Limitation on Restricted Payments................................................49
         SECTION 4.11.         Limitation on Transactions with Affiliates.......................................52
         SECTION 4.12.         Limitation on Incurrence of Additional Indebtedness..............................53

                                                       -i-


<PAGE>
                                                 TABLE OF CONTENTS
                                                    (continued)

                                                                                                              PAGE

         SECTION 4.13.         Limitation on Restrictions on Distributions from Restricted
                               Subsidiaries.....................................................................55
         SECTION 4.14.         Additional Subsidiary Guarantees.................................................57
         SECTION 4.15.         Limitation on Change of Control..................................................58
         SECTION 4.16.         Limitation on Sales of Assets and Subsidiary Stock...............................59
         SECTION 4.17.         Payments For Consent.............................................................62
         SECTION 4.18.         Limitation on Liens..............................................................62
         SECTION 4.19.         Limitation on Line of Business...................................................62
         SECTION 4.20.         Limitation on the Sale or Issuance of Capital Stock of
                               Restricted Subsidiaries..........................................................62
         SECTION 4.21.         Limitation on Sale/Leaseback Transactions........................................63

ARTICLE FIVE          SUCCESSOR CORPORATION.....................................................................63

         SECTION 5.01.         Merger, Consolidation and Sale of Assets.........................................63

ARTICLE SIX           DEFAULT AND REMEDIES......................................................................65

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

ARTICLE SEVEN         TRUSTEE...................................................................................70

         SECTION 7.01.         Duties of Trustee................................................................70
         SECTION 7.02.         Rights of Trustee................................................................71
         SECTION 7.03.         Individual Rights of Trustee.....................................................73
         SECTION 7.04.         Trustee's Disclaimer.............................................................73
         SECTION 7.05.         Notice of Default................................................................73
         SECTION 7.06.         Reports by Trustee to Holders....................................................73
         SECTION 7.07.         Compensation and Indemnity.......................................................74
         SECTION 7.08.         Replacement of Trustee...........................................................74
         SECTION 7.09.         Successor Trustee by Merger, Etc.................................................75
         SECTION 7.10.         Eligibility; Disqualification....................................................76
         SECTION 7.11.         Preferential Collection of Claims Against Company................................76

                                                       -ii-


<PAGE>

ARTICLE EIGHT         SATISFACTION AND DISCHARGE OF INDENTURE...................................................76

         SECTION 8.01.         Legal Defeasance and Covenant Defeasance.........................................76
         SECTION 8.02.         Satisfaction and Discharge.......................................................78
         SECTION 8.03.         Survival of Certain Obligations..................................................79
         SECTION 8.04.         Acknowledgment of Discharge by Trustee...........................................79
         SECTION 8.05.         Application of Trust Moneys......................................................80
         SECTION 8.06.         Repayment to the Company; Unclaimed Money........................................80
         SECTION 8.07.         Reinstatement....................................................................80

ARTICLE NINE          AMENDMENTS, SUPPLEMENTS AND WAIVERS.......................................................81

         SECTION 9.01.         Without Consent of Holders.......................................................81
         SECTION 9.02.         With Consent of Holders..........................................................81
         SECTION 9.03.         Compliance with TIA..............................................................82
         SECTION 9.04.         Revocation and Effect of Consents................................................82
         SECTION 9.05.         Notation on or Exchange of Notes.................................................83
         SECTION 9.06.         Trustee to Sign Amendments, Etc..................................................83

ARTICLE TEN           PAReNT GUARANTEE AND SUBSiDIARY GUARANTEES................................................84

         SECTION 10.01.        Guarantees.......................................................................84
         SECTION 10.02.        Release of a Guarantor...........................................................85
         SECTION 10.03.        Limitation of a Guarantor's Liability............................................85
         SECTION 10.04.        Contribution.....................................................................86
         SECTION 10.05.        Waiver of Subrogation............................................................86
         SECTION 10.06.        Waiver of Stay, Extension or Usury Laws..........................................86
         SECTION 10.07.        Application of Certain Terms and Provisions to the Guarantors....................86

ARTICLE ELEVEN        MISCELLANEOUS.............................................................................87

         SECTION 11.01.        Trust Indenture Act Controls.....................................................87
         SECTION 11.02.        Notices..........................................................................87
         SECTION 11.03.        Communications by Holders with Other Holders.....................................88
         SECTION 11.04.        Certificate and Opinion as to Conditions Precedent...............................88
         SECTION 11.05.        Statements Required in Certificate or Opinion....................................88
         SECTION 11.06.        Rules by Trustee, Paying Agent, Registrar........................................88
         SECTION 11.07.        Legal Holidays...................................................................89
         SECTION 11.08.        Governing Law....................................................................89
         SECTION 11.09.        No Adverse Interpretation of Other Agreements....................................89
         SECTION 11.10.        No Recourse Against Others.......................................................89
         SECTION 11.11.        Successors.......................................................................89
         SECTION 11.12.        Duplicate Originals..............................................................89
         SECTION 11.13.        Severability.....................................................................89
         SECTION 11.14.        Waiver of Jury Trial.............................................................90

                                                      -iii-


<PAGE>

Exhibit A         -            Form Note.......................................................................A-1
Exhibit B         -            Form of Certificate of Transfer.................................................B-1
Exhibit C         -            Form of Certificate of Exchange.................................................C-1
Exhibit D         -            Form of Certificate From Acquiring Institutional Accredited Investors...........D-1

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

</TABLE>



<PAGE>

                  INDENTURE, dated as of September 30, 2003, among Hines
Nurseries, Inc., a Delaware corporation (the "COMPANY"), Hines Horticulture,
Inc., a Delaware corporation (the "PARENT"), the Subsidiary Guarantors (as
herein defined) and The Bank of New York, as Trustee (in such capacity, the
"TRUSTEE").

                                   WITNESSETH:

                  WHEREAS, the Company and, the Parent and the Subsidiary
Guarantors have duly authorized the creation of an issue of 10.25% Senior Notes
due 2011 (the "INITIAL NOTES") and the Exchange Notes (as herein defined, and
collectively with the Initial Notes and any Additional Notes (as herein
defined), the "NOTES"), the Parent Guarantee (as herein defined) and the
Subsidiary Guarantees (as herein defined) and, to provide therefor, the Company,
the Parent and the Subsidiary Guarantors have duly authorized the execution and
delivery of this Indenture; and

                  WHEREAS, all things necessary to make the Notes, when each is
duly issued and executed by the Company, and authenticated and delivered
hereunder, the valid obligations of each of the Company, and to make this
Indenture a valid and binding agreement of each of the Company, the Parent and
the Subsidiary Guarantors, have been done.

                  NOW, THEREFORE, each party hereto agrees as follows for the
benefit of the other parties and for the equal and ratable benefit of the
Holders:

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01. DEFINITIONS.

                  "144A GLOBAL NOTE" means one or more Global Notes bearing the
Private Placement Legend, that will be issued in an aggregate amount of
denominations equal in total to the outstanding principal amount of the Notes
sold in reliance on Rule 144A.

                  "ACCELERATION NOTICE" has the meaning set forth in SECTION
6.02(A).

                  "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Parent or at the time it merges or consolidates with or into
the Parent, the Company or any of the Parent's Restricted Subsidiaries or
assumed in connection with the acquisition of assets from such Person and in
each case not incurred by such Person in connection with, or in anticipation or
contemplation of, such Person becoming a Restricted Subsidiary of the Parent or
such acquisition, merger or consolidation.

                  "ADDITIONAL ASSETS" means:

                  (1) any assets that will be used or useful in a Related
         Business; or

                  (2) the Capital Stock of a Person that becomes a Restricted
         Subsidiary of the Parent as a result of the acquisition of such Capital
         Stock by the Parent, the Company or any of the Parent's Restricted
         Subsidiaries; PROVIDED, HOWEVER, that any such Person is primarily
         engaged in a Related Business.

                  "ADDITIONAL INTEREST" has the meaning set forth in the
Registration Rights Agreement.



<PAGE>

                  "ADDITIONAL NOTES" means any Notes, other than Exchange Notes
issued in exchange for the Initial Notes, issued after the Issue Date from time
to time in accordance with the terms of this Indenture including, without
limitation, the provisions of SECTIONS 2.02 and 4.12, and having the same CUSIP
Numbers as the Initial Notes.

                  "ADDITIONAL NOTES REGISTRATION RIGHTS AGREEMENT" means any
registration rights agreement entered into after the Issue Date between the
Company, the Parent, the Subsidiary Guarantors and the initial purchaser or
initial purchasers of any Additional Notes permitted to be issued under this
Indenture for the purposes of exchanging the Additional Notes for registered
publicly tradable notes that have identical terms as the Additional Notes,
except for references to restrictive legends, as any such agreement may be
amended from time to time in accordance with its terms.

                  "AFFILIATE" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of SECTIONS 4.10, 4.11 and 4.16, only, the term "Affiliate" shall also
include 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 Parent
or 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.

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

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depository, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "APPLICABLE REQUIRED PERIOD" means:

                  (1) with respect to (a) the Net Available Cash from any Asset
         Disposition other than the Lagoon Valley Property Disposition, and (b)
         the Excess Lagoon Net Available Cash from the Lagoon Valley Property
         Disposition, the period commencing on the date the Company receives
         such Net Available Cash or Excess Lagoon Net Available Cash, as
         applicable, and terminating on the date that is 365 days thereafter;
         and

                  (2) with respect to the Deferred Lagoon Net Available Cash
         from the Lagoon Valley Property Disposition, the period commencing on
         the date the Company consummates the Lagoon Valley Property Disposition
         and continuing thereafter indefinitely through the Stated Maturity of
         the Notes.

                  "ASSET DISPOSITION" means any direct or indirect sale, lease,
transfer, issuance, conveyance, assignment, Sale/Leaseback Transaction or other
disposition (or series of related sales, leases, transfers, issuances,
conveyances, assignments, Sale/Leaseback Transactions or dispositions) by the
Parent, the Company or any of the Parent's Restricted Subsidiaries, 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:

                                      -2-


<PAGE>

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

                  (2) any assets, property or business of the Parent, the
         Company or any of the Parent's Restricted Subsidiaries outside of the
         ordinary course of business of the Parent, the Company or such
         Restricted Subsidiary;

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

                  (A) a disposition by the Company or any Restricted Subsidiary
         of the Parent to the Parent or by the Parent, the Company or any of the
         Parent's Restricted Subsidiaries to a Wholly Owned Restricted
         Subsidiary;

                  (B) for purposes of SECTION 4.16 only, (x) a disposition that
         constitutes a Restricted Payment permitted by SECTION 4.10 or that
         constitutes a Permitted Investment and (y) a disposition of all or
         substantially all the assets of the Parent or the Company in accordance
         with SECTION 5.01;

                  (C) a disposition or series of related dispositions of assets
         with a Fair Market Value of less than $1.0 million, until the aggregate
         Fair Market Value of dispositions excluded from this definition of
         Asset Disposition pursuant to this CLAUSE (C) exceeds $5.0 million;

                  (D) the grant of Liens not prohibited by this Indenture;

                  (E) disposals of obsolete, worn out, uneconomical or surplus
         property or equipment so long as such property or equipment is no
         longer necessary for the proper conduct of the business of the Parent,
         the Company and the Parent's Restricted Subsidiaries;

                  (F) a disposition of cash or cash equivalents;

                  (G) the sale or discount, in each case without recourse, of
         accounts receivable arising in the ordinary course of business, but
         only in connection with the compromise or collection thereof;

                  (H) any release of intangible claims or rights in the ordinary
         course of business in connection with the loss or settlement of a bona
         fide lawsuit, dispute or controversy;

                  (I) leases or subleases in the ordinary course of business;
         and

                  (J) any disposition of any equipment pursuant to a
         Sale/Leaseback Transaction that is otherwise permitted by the Indenture
         to the extent that (x) such equipment was acquired by the Parent, the
         Company or any of the Parent 's Restricted Subsidiaries with the
         intention of, and for the sole purpose of, disposing of such equipment
         pursuant to such Sale/Leaseback Transaction, and (y) the disposition of
         such equipment in such Sale/Leaseback Transaction occurs within 120
         days after the original acquisition thereof by the Parent, the Company
         or such Restricted Subsidiary.

                  "ASSET SWAP" means the execution of a definitive agreement,
subject only to customary closing conditions that the Company in good faith
believes will be satisfied, for a substantially concurrent purchase and sale, or
exchange, of assets (of a kind used or usable by the Parent, the Company or the
Parent's Restricted Subsidiaries in a Related Business) between the Parent, the
Company or any of the Parent's Restricted Subsidiaries and another Person or
group of affiliated Persons.

                                      -3-


<PAGE>

                  "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 Notes, 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".

                  "AUTHENTICATING AGENT" has the meaning set forth in SECTION
2.02.

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

                  "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as
amended, and codified as 11 U.S.C. ss.ss.101 et sEQ.

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

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

                  "BORROWING BASE" shall have the meaning ascribed to such term
in the Credit Agreement, as in effect from time to time; PROVIDED, HOWEVER, that
the Borrowing Base for the purposes of this definition shall equal zero in the
event that the definition of "Borrowing Base" set forth in the Credit Agreement
is amended, supplemented or modified at any time in any manner so as to reflect
a lending rate other than a customary asset-based lending rate (i) calculated on
the basis of the eligible accounts receivable, eligible inventory and/or net
orderly inventory liquidation value of the Company and its Restricted
Subsidiaries (on a consolidated basis) and (ii) no more favorable to the Company
and its Restricted Subsidiaries than a lending rate that could reasonably be
expected to be obtained at the time in an arm's length transaction with a Person
who was not an Affiliate of the Company.

                  "BROKER-DEALER" means any broker-dealer that receives Exchange
Notes for its own account in an Exchange Offer in exchange for Notes that were
acquired by such broker-dealer as a result of market-making or other trading
activities.

                  "BUSINESS DAY" means a day that 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.

                                      -4-


<PAGE>

                  "CAPITAL STOCK" means (a) (i) with respect to any Person that
is a corporation, any and all shares, interests, participations or other
equivalents (however designated and whether or not voting) of corporate stock,
including each class of common stock and Preferred Stock of such Person, and
(ii) with respect to any Person that is not a corporation, any and all
partnership, membership or other equity interests of such Person, and (b) all
warrants, options or other rights to acquire any of the Capital Stock described
in the immediately preceding CLAUSE (A) (but excluding any debt security that is
convertible into, or exchangeable for, any such Capital Stock).

                  "CHANGE OF CONTROL" means the occurrence of one or more of the
following events:

                  (1) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act), other than one or more
         Permitted Holders, is or becomes, at any time, whether as a result of
         issuance of securities of the Parent, any merger, consolidation,
         liquidation or dissolution of the Parent, or any direct or indirect
         transfer of securities or otherwise, 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 or group shall be deemed to
         have "beneficial ownership" of all shares that any such person or group
         has the right to acquire, whether such right is exercisable immediately
         or only after the passage of time), directly or indirectly, of both (A)
         more than 30% of the total voting power of the Voting Stock of the
         Parent, and (B) a greater percentage of the total voting power of the
         Voting Stock of the Parent than "beneficially owned" (as defined in
         Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes
         of this CLAUSE (1), the Permitted Holders shall be deemed to
         "beneficially own" any Voting Stock of a Person held by any other
         Person (the "PARENT ENTITY") so long as the Permitted Holders
         beneficially own (as so defined), directly or indirectly, in the
         aggregate a majority of the voting power of the Voting Stock of the
         parent entity) by the Permitted Holders;

                  (2) a change shall occur in the Board of Directors of the
         Parent so that a majority of the Board of Directors of the Parent
         ceases to consist of the individuals who constituted the Board of
         Directors of the Parent on the Issue Date (or individuals whose
         election or nomination for election was approved by a vote of a
         majority of the directors then in office who either were directors of
         the Parent on the Issue Date or whose election or nomination for
         election previously was so approved);

                  (3) the adoption by the Parent or the Company, or their
         respective Boards of Directors or shareholders, of a plan relating to
         the liquidation or dissolution of the Parent or the Company; or

                  (4) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Parent or the Company to any
         "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
         of the Exchange Act), other than to the Permitted Holders, the Parent
         or the Company; or

                  (5) the Parent ceases to be the beneficial owner, directly or
         indirectly, of 100% of the total voting power of the Voting Stock of
         the Company (other than as a result of a merger or consolidation of the
         Company with the Parent that is not prohibited by SECTION 5.01).

                  "CHANGE OF CONTROL OFFER" has the meaning set forth in SECTION
4.15(a).

                                      -5-


<PAGE>

                  "CHANGE OF CONTROL PAYMENT DATE" has the meaning set forth in
SECTION 4.15(b)(3).

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme.

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

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                  "COMPANY" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
such 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) the Consolidated Interest Expense for such
four fiscal quarters; PROVIDED, HOWEVER, that:

                  (1) if the Parent, the Company or any of the Parent's
         Restricted Subsidiaries 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 Indebtedness (and the application
         of the proceeds thereof) as if such Indebtedness had been Incurred on
         the first day of such period;

                  (2) if the Parent, the Company or any of the Parent's
         Restricted Subsidiaries 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 Parent, 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 Parent, the
         Company or any of the Parent's Restricted Subsidiaries 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
         Parent, the Company or any of the Parent's Restricted Subsidiaries
         repaid, repurchased, defeased or otherwise discharged with respect to
         the Parent, the Company and the Parent's continuing Restricted
         Subsidiaries in connection with such Asset Disposition for such period
         (or, if the Capital Stock of any Restricted Subsidiary of the Parent is
         sold, the Consolidated Interest Expense for such period directly
         attributable to the Indebtedness of such Restricted Subsidiary to the
         extent the Parent, the Company and the Parent's continuing Restricted
         Subsidiaries are no longer liable for such Indebtedness after such
         sale);

                                      -6-


<PAGE>

                  (4) if since the beginning of such period the Parent, the
         Company or any of the Parent's Restricted Subsidiaries (by merger or
         otherwise) shall have made an Investment in any Restricted Subsidiary
         of the Parent (or any person which becomes a Restricted Subsidiary of
         the Parent) 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 of the Parent or was merged
         with or into the Parent, the Company or any of the Parent's Restricted
         Subsidiaries since the beginning of such period) shall have made any
         Asset Disposition, Investment or acquisition of assets that would have
         required an adjustment pursuant to CLAUSE (3) or (4) above if made by
         the Parent, the Company or any of the Parent's Restricted Subsidiaries
         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.

In calculating Consolidated Interest Expense for purposes of determining the
denominator (but not the numerator) of this "Consolidated Coverage Ratio", if
any Indebtedness bears a floating rate of interest and is being given PRO FORMA
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months).

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
total interest expense of the Parent, the Company and the Parent's consolidated
Restricted Subsidiaries, as determined in accordance with GAAP, PLUS, to the
extent not included in such total interest expense, and to the extent incurred
by the Parent, the Company or any of the Parent's Restricted Subsidiaries,
without duplication:

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

                  (2) amortization of debt discount and debt issuance cost;

                  (3) capitalized interest;

                  (4) non-cash interest expense;

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

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

                  (7) net costs pursuant to Hedging Obligations (excluding cash
         costs paid to unwind Interest Rate Agreements existing on or prior to
         the Issue Date);

                                      -7-


<PAGE>

                  (8) accrued dividends in respect of all Disqualified Stock of
         the Parent and all Preferred Stock of any of the Restricted
         Subsidiaries of the Parent, to the extent held by Persons other than
         the Parent or any Wholly Owned Restricted Subsidiary (other than
         dividends payable solely in Capital Stock (other than Disqualified
         Stock) of the Parent); 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);

                  (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 Parent, the Company or any of the Parent's Restricted
         Subsidiaries; and

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

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of the Parent, the Company and the Parent's Restricted
Subsidiaries, as determined on a consolidated basis in accordance with GAAP;
PROVIDED, HOWEVER, that there shall not be included in such Consolidated Net
Income:

                  (1) any net income (or loss) of any Person acquired by the
         Parent, the Company or any of the Parent's Restricted Subsidiaries in a
         pooling of interests transaction for any period prior to the date of
         such acquisition;

                  (2) the net income of any Person, other than a Restricted
         Subsidiary of the Parent, except to the extent of the amount of any
         cash dividends or distributions actually paid in cash to the Parent or
         to a Wholly Owned Restricted Subsidiary during such period;

                  (3) (a) the net income of any Restricted Subsidiary of the
         Company to the extent that 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 (PROVIDED, HOWEVER, that, subject to the
         exclusion contained in CLAUSE (4) below, the net income of any such
         Restricted Subsidiary shall be included in Consolidated Net Income in
         an amount equal to the aggregate amount of cash actually distributed by
         such Restricted Subsidiary during such period to the Company or a
         Subsidiary Guarantor that is a Restricted Subsidiary of the Company as
         a dividend or other distribution; PROVIDED, further, that the net loss
         of any such Restricted Subsidiary for such period shall be included in
         determining such Consolidated Net Income), and (b) the net income of
         any Restricted Subsidiary of the Parent (other than the Company and any
         of the Company 's Restricted Subsidiaries) to the extent that 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 Parent
         (PROVIDED, HOWEVER, that, subject to the exclusion contained in CLAUSE
         (4) below, the net income of any such Restricted Subsidiary shall be
         included in Consolidated Net Income in an amount equal to the aggregate
         amount of cash actually distributed by such Restricted Subsidiary
         during such period to the Parent or a Subsidiary Guarantor that is a
         Restricted Subsidiary of the Parent as a dividend or other
         distribution; PROVIDED, FURTHER, that the net loss of any such
         Restricted Subsidiary for such period shall be included in determining
         such Consolidated Net Income);

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

                                      -8-


<PAGE>

                  (5) after-tax items classified as (a) extraordinary or
         nonrecurring gains or (b) non-cash charges resulting from the
         impairment of goodwill pursuant to FAS 142;

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

                  (7) any restoration to income of any material contingency
         reserve, except to the extent that provision for such reserve was made
         out of Consolidated Net Income accrued at any time following the Issue
         Date;

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

                  (9) in the case of a successor to the Parent or any of its
         Restricted Subsidiaries by consolidation or merger or as a transferee
         of such Person's assets, any earnings of the successor corporation
         prior to such consolidation, merger or transfer of assets.

                  "CONSOLIDATED NET WORTH" of any Person means the consolidated
stockholders' equity of such Person and its Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP, LESS, without duplication, (i)
amounts attributable to Disqualified Stock or treasury stock of such Person,
(ii) all upward revaluations and other write-ups in the book value of any asset
of such Person or its consolidated Subsidiaries, and (iii) all Investments in
Persons that are not Restricted Subsidiaries of such Person.

                  "CORPORATE TRUST OFFICE" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date of this Indenture,
located at The Bank of New York, 101 Barclay Street, Floor 8 West, New York, New
York 10286.

                  "COVENANT DEFEASANCE" has the meaning set forth in SECTION
8.01(C).

                  "CREDIT AGREEMENT" means the Credit Agreement, dated September
30, 2003, by and among, the Company, certain of its Subsidiaries, the lenders
referred to therein, Deutsche Bank Trust Company Americas, as agent under the
Credit Agreement, together with the related documents thereto (including the
term loans and revolving loans thereunder, any guarantees and security
documents),in each case as such agreements may be amended (including any
amendment and restatement thereof),supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including, without limitation, increasing
the amount of available borrowings thereunder or adding Restricted Subsidiaries
of the Parent as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement or any successor or replacement
agreement or agreements and whether by the same or any other agent, lender or
group of lenders.

                  "CURRENCY AGREEMENT" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

                                      -9-


<PAGE>

                  "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Code.

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

                  "DEFAULTED INTEREST" has the meaning set forth in SECTION
2.15.

                  "DEFERRED LAGOON NET AVAILABLE CASH" means a portion of the
Net Available Cash from the Lagoon Valley Property Disposition not in excess of
$15.0 million.

                  "DEFINITIVE NOTE" means one or more certificated Notes
registered in the name of the Holder thereof and issued in accordance with
SECTION 2.14 hereof, in the form of EXHIBIT A hereto except that such Note shall
not include the information called for by footnotes 3 and 4 thereof.

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

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

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

                  (3) 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
Notes.

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
will be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

                  "DISTRIBUTION COMPLIANCE PERIOD" means the 40-day restricted
period as defined in Regulation S.

                  "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted
Subsidiary of the Parent that is not a Foreign Subsidiary.

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

                                      -10-


<PAGE>

                  (1) all income tax expense of the Parent, the Company and the
         Parent's consolidated Restricted Subsidiaries, calculated in accordance
         with GAAP (other than income taxes attributable to extraordinary,
         unusual or nonrecurring gains or losses or taxes attributable to sales
         or dispositions outside the ordinary course of business);

                  (2) Consolidated Interest Expense;

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

                  (4) all other non-cash charges of the Parent, the Company and
         the Parent's consolidated Restricted Subsidiaries (excluding any such
         non-cash charge to the extent that it represents an accrual of or
         reserve for cash expenditures in any future period) LESS all non-cash
         items increasing Consolidated Net Income;

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 of the Parent shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion, including by reason of minority interests) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Parent 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.

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

                  "EVENT OF DEFAULT" has the meaning set forth in SECTION 6.01.

                  "EXCESS LAGOON NET AVAILABLE CASH" means that portion, if any,
of the Net Available Cash from the Lagoon Valley Property Disposition in excess
of $15.0 million.

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

                  "EXCHANGE NOTES" means the 10.25% Senior Exchange Notes due
2011 of the Company, identical in all respects to the Notes, except for
references to restrictive legends, issued in exchange for Initial Notes or
Additional Notes pursuant to an Exchange Offer.

                  "EXCHANGE OFFER" means (i) an exchange offer that may be made
by the Company, pursuant to the Registration Rights Agreement, to exchange for
any and all the Initial Notes a like aggregate principal amount of Exchange
Notes having substantially identical terms to the Notes registered under the
Securities Act and (ii) an exchange offer that may be made by the Company,
pursuant to an Additional Notes Registration Rights Agreement entered into in
connection with the issuance of any Additional Notes permitted to be issued in
accordance with this Indenture, to exchange for any and all such Additional
Notes a like aggregate principal amount of Exchange Notes having substantially
identical terms to the Notes registered under the Securities Act.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" shall have the meaning
set forth in the Registration Rights Agreement.

                                      -11-


<PAGE>

                  "EXISTING 12.75% SENIOR SUBORDINATED NOTES" means the
Company's 12.75% Senior Subordinated Notes due 2005 issued pursuant to the
Existing 12.75% Senior Subordinated Notes Indenture.

                  "EXISTING 12.75% SENIOR SUBORDINATED NOTES INDENTURE" means
that certain Indenture, dated as of October 19, 1995, between the Company, the
Parent, Hines SGUS, Inc., and The Bank of New York, as successor trustee to IBJ
Schroeder Bank & Trust Company, as amended and/or supplemented on or prior to
the Issue Date.

                  "FAIR MARKET VALUE" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value will be determined in good faith by the Board of
Directors of the Parent, whose determination will be conclusive and evidenced by
a resolution of the Board of Directors of the Parent and an Officers'
Certificate of the Parent, in each case, delivered to the Trustee.

                  "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of the
Parent (1) which is organized under the laws of any jurisdiction outside of the
United States of America, (2) which conducts the major portion of its business
outside of the United States of America and (3) all or substantially all of the
property and assets of which are located outside of the United States of
America.

                  "GAAP" means accounting principles generally accepted in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, in effect on the
Issue Date.

                  "GLOBAL NOTES" means one or more Notes in the form of EXHIBIT
A hereto that includes the information referred to in footnotes 3 and 4 to the
form of Note, attached hereto as EXHIBIT A, issued under this Indenture, that is
deposited with or on behalf of and registered in the name of the Depository or
its nominee.

                  "GLOBAL NOTE LEGEND" means the legend set forth in SECTION
2.14(G)(II) hereof, which is required to be placed on all Global Notes issued
under this Indenture.
                  "GUARANTY AGREEMENT" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees
the Company's obligations with respect to the Notes 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" and "NOTEHOLDER" mean the Person in whose name a Note
is registered on the Registrar's books.

                  "IAI GLOBAL NOTE" means one of more Global Notes bearing the
Private Placement Legend that will be issued in an aggregate amount of
denominations equal in total to the outstanding principal amount of the Notes
sold to institutional "accredited investors" within the meaning of Rule
501(a)(1), (2), (3), or (7) of the Securities Act.

                                      -12-


<PAGE>

                  "INCUR" means to, directly or indirectly, issue, create,
acquire, assume, guarantee, incur or otherwise become liable for or responsible
for the payment of, whether contingently or otherwise; PROVIDED, HOWEVER, that
any Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Restricted Subsidiary of the Parent (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Person at the
time it becomes a Restricted Subsidiary of the Parent. The term "Incurrence"
when used as a noun shall have a correlative meaning.

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

                  (1) all obligations of such Person (A) for money borrowed or
         (B) evidenced by notes, debentures, bonds or other similar instruments;

                  (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 (including earn outs), all
         conditional sale obligations and all obligations under any title
         retention agreement (but excluding trade accounts payable and other
         accrued liabilities arising in the ordinary course of business that are
         not overdue by 90 days or more or are being contested in good faith by
         appropriate proceedings promptly instituted and diligently conducted);

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

                  (5) all Disqualified Stock issued by such Person with the
         amount of Indebtedness represented by such Disqualified Stock being
         equal to the greater of its voluntary or involuntary liquidation
         preference and its maximum fixed repurchase price;

                  (6) Acquired Indebtedness;

                  (7) all obligations of the type referred to in CLAUSES (1)
         through (6) above 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;

                  (8) all obligations of the type referred to in CLAUSES (1)
         through (7) above 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

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

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all 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.

                  "INDENTURE" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

                                      -13-


<PAGE>

                  "INDEPENDENT QUALIFIED PARTY" means an investment banking
firm, accounting firm or appraisal firm of national standing; PROVIDED, HOWEVER,
that such firm is not an Affiliate of the Parent.

                  "INDIRECT PARTICIPANT" means an entity that, with respect to
The Depository Trust Company, clears through or maintains a direct or indirect,
custodial relationship with a Participant.

                  "INITIAL NOTES" has the meaning set forth in the preamble to
this Indenture.

                  "INITIAL PURCHASERS" means the initial purchasers of the
Initial Notes under the Purchase Agreement, dated September 22, 2003, with
respect to the Initial Notes.

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

                  "INTEREST PAYMENT DATE" means the stated maturity of an
installment of interest on the Notes.

                  "INTEREST RATE AGREEMENT" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

                  "INVESTMENT" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by
the Parent, the Company and the Parent's Restricted Subsidiaries on commercially
reasonable terms in accordance with normal trade practices of the Parent, the
Company or such Restricted Subsidiary, as the case may be. For the purposes of
SECTION 4.10, (i) "Investment" shall include and be valued at the Fair Market
Value of the net assets of any Restricted Subsidiary of the Parent at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary and
shall exclude the Fair Market Value of the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary of the Parent and (ii) the amount of any Investment shall
be the original cost of such Investment plus the cost of all additional
Investments by the Parent, the Company or any of the Parent's Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; PROVIDED, that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income.

                  "ISSUE DATE" means the date of original issuance of the Notes.

                  "LAGOON VALLEY PROPERTY" means that certain real property
owned by the Company as of the Issue Date in Vacaville, California.

                  "LAGOON VALLEY PROPERTY DISPOSITION" means the sale of the
Lagoon Valley Property by the Company pursuant to the terms of an option
agreement dated April 30, 2003.

                  "LEGAL DEFEASANCE" has the meaning set forth in SECTION
8.01(b).

                                      -14-


<PAGE>

                  "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.

                  "LETTER OF TRANSMITTAL" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with an Exchange Offer.

                  "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) and any agreement to
grant any of the foregoing.

                  "MATURITY DATE" means October 1, 2011.

                  "NET AVAILABLE CASH" from an Asset Disposition means cash or
cash equivalent 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 reasonable legal, title and recording tax expenses,
         commissions and other fees and expenses incurred, and all Federal,
         state, provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Disposition;

                  (2) all repayments 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; and

                  (3) 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 Parent, the Company or any of the
         Parent's Restricted Subsidiaries after such Asset Disposition.

                  "NET AVAILABLE CASH OFFER" has the meaning set forth in
SECTION 4.16(b).

                  "NET AVAILABLE CASH OFFER AMOUNT" has the meaning set forth in
SECTION 4.16(b).

                  "NET AVAILABLE CASH OFFER PAYMENT DATE" has the meaning set
forth in SECTION 4.16(b).

                  "NET AVAILABLE CASH OFFER TRIGGER DATE" has the meaning set
forth in SECTION 4.16(B).

                  "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 reasonable 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.

                  "NON-U.S. PERSON" means any Person other than a U.S. Person.

                                      -15-


<PAGE>

                  "NOTES" has the meaning set forth in the preamble to this
Indenture.

                  "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.

                  "OFFERING" means the offering of the Notes by the Company.

                  "OFFERING CIRCULAR" means the Company's Confidential Offering
Circular dated September 22, 2003, related to the Offering.

                  "OFFICER" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Secretary or any Assistant Secretary of the
Parent or the Company, as applicable.

                  "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Officers of such Person and otherwise complying with
the requirements of SECTIONS 11.04 and 11.05, as they relate to the making of an
Officers' Certificate.

                  "OPINION OF COUNSEL" means a written opinion from legal
counsel, who may be counsel for the Company and who is reasonably acceptable to
the Trustee, as applicable, complying with the requirements of SECTIONS 11.04
and 11.05, as they relate to the giving of an Opinion of Counsel.

                  "PARENT" means Hines Horticulture, Inc. and its successors.

                  "PARENT GUARANTEE" means the guarantee by the Parent of the
Company's obligations with respect to the Notes pursuant to, and subject to the
provisions of, ARTICLE TEN.

                  "PARTICIPANT" means, with respect to the Depository, Euroclear
or Clearstream, a Person who has an account with the Depository, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "PAYING AGENT" has the meaning set forth in SECTION 2.03.

                  "PERMANENT REG S GLOBAL NOTE" means one or more permanent
Global Notes bearing the Private Placement Legend, that will be issued in an
aggregate amount of denominations equal in total to the outstanding principal
amount of the Temporary Reg S Global Note upon expiration of the Distribution
Compliance Period.

                  "PERMITTED HOLDERS" means Madison Dearborn Capital Partners,
L.P., Madison Dearborn Capital Partners II, L.P. and each of their respective
Affiliates.

                  "PERMITTED INVESTMENT" means an Investment by the Parent, the
Company or any of the Parent's Restricted Subsidiaries:

                  (1) in the Parent, the Company, a Wholly Owned Restricted
         Subsidiary or a Person that will, upon the making of such Investment,
         become a Wholly Owned Restricted Subsidiary; PROVIDED, HOWEVER, that
         the primary business of such Person is a Related Business;

                  (2) in 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 of its assets to, the Parent, the
         Company or any Wholly Owned Restricted Subsidiary; PROVIDED, however,
         that the primary business of such Person is a Related Business;

                                      -16-


<PAGE>

                  (3) in cash and Temporary Cash Investments;

                  (4) represented by receivables owing to the Parent, the
         Company or any of the Parent's Restricted Subsidiaries if created or
         acquired in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms;

                  (5) represented by loans or advances to employees made for
         bona fide business purposes in the ordinary course of business
         consistent with past practices of the Parent, the Company or such
         Restricted Subsidiary;

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

                  (7) in 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 4.16;

                  (8) in 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 Parent, the
         Company or any of the Parent's Restricted Subsidiaries;

                  (9) in any person to the extent such Investments consist of
         Hedging Obligations entered into in the ordinary course of business and
         otherwise permitted under SECTION 4.12;

                  (10) represented by guarantees that are otherwise permitted
         under this Indenture; and

                  (11) the payment for which is Capital Stock (other than
         Disqualified Stock) of the Parent.

                  "PERMITTED LIENS" means the following types of Liens:

                  (1) Liens for taxes, assessments or governmental charges or
         claims either (a) not delinquent or (b) contested in good faith by
         appropriate proceedings and as to which the Parent, the Company or any
         of the Parent's Restricted Subsidiaries shall have set aside on its
         books such reserves as may be required pursuant to GAAP;

                  (2) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law or pursuant to customary reservations or
         retentions of title incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof;

                  (3) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security, including any Lien
         securing letters of credit issued in the ordinary course of business
         consistent with past practice in connection therewith, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations (exclusive of obligations for the
         payment of borrowed money);

                                      -17-


<PAGE>

                  (4) judgment Liens not giving rise to an Event of Default so
         long as such Lien is adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment shall not have been finally terminated or the period within
         which such proceedings may be initiated shall not have expired;

                  (5) easements, rights-of-way, zoning restrictions and other
         similar charges or encumbrances in respect of real property not
         interfering in any material respect with the ordinary conduct of the
         business of the Parent, the Company or any of the Parent's Restricted
         Subsidiaries;

                  (6) Liens upon specific items of inventory or other goods and
         proceeds of any Person securing such Person's obligations in respect of
         bankers' acceptances issued or created for the account of such Person
         to facilitate the purchase, shipment or storage of such inventory or
         other goods;

                  (7) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (8) Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual, or warranty
         requirements of the Parent, the Company or any of the Parent's
         Restricted Subsidiaries, including rights of offset and set-off;

                  (9) Liens securing Hedging Obligations consisting of Interest
         Rate Agreements to the extent that such Hedging Obligations relate to
         Indebtedness that is otherwise permitted under this Indenture;

                  (10) Liens existing as of the Issue Date and securing
         Indebtedness permitted to be outstanding under CLAUSE (B)(4) of SECTION
         4.12, to the extent and in the manner such Liens are in effect on the
         Issue Date;

                  (11) Liens securing Indebtedness under the Credit Agreement to
         the extent such Indebtedness is permitted under CLAUSE (B)(1) of
         SECTION 4.12;

                  (12) Liens of the Company or a Wholly Owned Restricted
         Subsidiary on assets of any Restricted Subsidiary of the Parent;

                  (13) Liens securing Refinancing Indebtedness permitted to be
         Incurred pursuant to this Indenture which is Incurred to Refinance any
         Indebtedness which has been secured by a Lien permitted under SECTION
         4.18 and which has been incurred in accordance with SECTION 4.12;
         PROVIDED, HOWEVER, that such Liens: (i) are no less favorable to the
         Holders and are not more favorable to the lienholders with respect to
         such Liens, in either case, in any material respect as determined by
         the Board of Directors of the Parent in its reasonable and good faith
         judgment than the Liens in respect of the Indebtedness being
         Refinanced; and (ii) do not extend to or cover any property or assets
         of the Parent, the Company or any of the Parent's Restricted
         Subsidiaries not securing the Indebtedness so Refinanced;

                  (14) Liens securing the Notes, the Exchange Notes and the
         related Parent Guarantee and Subsidiary Guarantees;

                                      -18-


<PAGE>

                  (15) any interest or title of a lessor under any Capital Lease
         Obligation permitted to be incurred under this Indenture; PROVIDED,
         that such Liens do not extend to any property or asset which is not
         leased property subject to such Capital Lease Obligation;

                  (16) Liens securing Purchase Money Indebtedness permitted to
         be incurred under this Indenture; PROVIDED, HOWEVER, that (a) such
         Purchase Money Indebtedness shall not exceed the purchase price or
         other cost of such property or equipment plus the amount of reasonable
         fees and expenses incurred in connection with such financing and shall
         not be secured by any property or equipment of the Parent, the Company
         or any of the Parent's Restricted Subsidiaries other than the property
         and equipment so acquired and (b) the Lien securing such Purchase Money
         Indebtedness shall be created within 120 days of such acquisition;

                  (17) Liens securing Acquired Indebtedness incurred in
         accordance with this Indenture; PROVIDED, that:

                           (a) such Liens secured such Acquired Indebtedness at
                  the time of and prior to the incurrence of such Acquired
                  Indebtedness by the Parent, the Company or any of the Parent's
                  Restricted Subsidiaries and were not granted in connection
                  with, or in anticipation of, the incurrence of such Acquired
                  Indebtedness by the Parent, the Company or any of the Parent's
                  Restricted Subsidiaries; and

                           (b) such Liens do not extend to or cover any property
                  or assets of the Parent, the Company or any of the Parent's
                  Restricted Subsidiaries other than the property or assets that
                  secured the Acquired Indebtedness prior to the time such
                  Indebtedness became Acquired Indebtedness of the Parent, the
                  Company or any of the Parent's Restricted Subsidiaries and are
                  no more favorable to the lienholders than those securing the
                  Acquired Indebtedness prior to the incurrence of such Acquired
                  Indebtedness by the Parent, the Company or any of the Parent's
                  Restricted Subsidiaries; and

                  (18) Liens arising from precautionary Uniform Commercial Code
         financing statement filings regarding operating leases entered into in
         the ordinary course of business.

                  "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 any Indebtedness (including the Notes) means
the principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
SECTION 2.14(G)(I)(A) hereof to be placed on all Notes issued under this
Indenture except where specifically stated otherwise by the provisions of this
Indenture.

                  "PRO FORMA" means, with respect to any calculation made or
required to be made pursuant to the terms of this Indenture, a calculation made
in accordance with Article 11 of Regulation S-X under the Securities Act, as
determined by the Board of Directors of the Company in consultation with its
independent public accountants.

                                      -19-


<PAGE>

                  "PUBLIC EQUITY OFFERING" means an underwritten primary public
offering of common stock of the Parent pursuant to an effective registration
statement under the Securities Act.

                  "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the
Parent, the Company or the Parent's Restricted Subsidiaries (to the extent that
under the terms thereof and any related contract or other agreement, no personal
recourse could be had against such Person for the payment of the principal of or
interest or premium or other amounts with respect to such Indebtedness or for
any claim based on such Indebtedness and that enforcement of obligations on such
Indebtedness is limited solely to recourse against interests in the specified
assets so financed) incurred in the normal course of business for the purpose of
financing all or any part of the purchase price, or the cost of installation,
construction or improvement, of property or equipment.

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

                  "RECORD DATE" means any of the Record Dates specified in the
Notes, whether or not a Legal Holiday.

                  "RECOURSE INDEBTEDNESS" means Indebtedness (a) as to which the
Parent, the Company or any of the Parent's Restricted Subsidiaries (1) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (2) is directly or indirectly liable (as a
guarantor or otherwise), or (3) constitutes the lender, or (b) a default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) a holder of any other Indebtedness of the Parent,
the Company or any of the Parent's Restricted Subsidiaries to declare a default
on such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its Stated Maturity.

                  "REDEMPTION DATE" means, when used with respect to any Note to
be redeemed, the date fixed for redemption of such Note pursuant to this
Indenture and the Notes.

                  "REDEMPTION PRICE" means, when used with respect to any Note
to be redeemed, the price fixed for redemption pursuant to this Indenture and
the Notes.

                  "REFERENCE DATE" has the meaning set forth in SECTION 4.10.

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

                  "REFINANCING INDEBTEDNESS" means Indebtedness that Refinances
any Indebtedness of the Parent, the Company or any of the Parent's Restricted
Subsidiaries existing on the Issue Date or Incurred in compliance with this
Indenture (other than Indebtedness permitted pursuant to SUBCLAUSE (1), (6),
(7), (8), (9), (10), (11) or (12) of CLAUSE (B) of SECTION 4.12), 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;

                                      -20-


<PAGE>

                  (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 any premium and defeasance costs
         required to be paid under the explicit terms of the instrument
         governing the Indebtedness being Refinanced and plus the amount of
         reasonable expenses incurred by the Parent, the Company or such
         Restricted Subsidiary in connection with such Refinancing) under the
         Indebtedness being Refinanced; and

                  (4) if the Indebtedness being Refinanced is subordinated in
         right of payment to the Notes, such Refinancing Indebtedness is
         subordinated in right of payment to the Notes at least to the same
         extent as the Indebtedness being Refinanced;

PROVIDED, HOWEVER, that Refinancing Indebtedness shall not include Indebtedness
of the Parent, the Company or any of the Parent's Restricted Subsidiaries that
Refinances Indebtedness of an Unrestricted Subsidiary.

                  "REG S GLOBAL NOTE" means a Permanent Reg S Global Note and
the Temporary Reg S Global Note, as applicable.

                  "REGISTRAR" has the meaning set forth in SECTION 2.03.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of September 30, 2003, between the Company, the Parent, the
Subsidiary Guarantors and the Initial Purchasers, as the same may be amended or
modified from time to time in accordance with the terms thereof.

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

                  "RELATED BUSINESS" means any business in which the Parent or a
Restricted Subsidiary of the Parent was engaged on the Issue Date and any
business related, ancillary or complementary to any business of the Parent or a
Restricted Subsidiary of the Parent in which the Parent or a Restricted
Subsidiary of the Parent was engaged on the Issue Date.

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

                  "RESTRICTED DEFINITIVE NOTE" means one or more Definitive
Notes bearing the Private Placement Legend, issued under this Indenture.

                  "RESTRICTED GLOBAL NOTE" means one or more Global Notes
bearing the Private Placement Legend, issued under this Indenture; PROVIDED,
that in no case shall an Exchange Note issued in accordance with this Indenture
and the terms of the Registration Rights Agreement be a Restricted Global Note.

                                      -21-


<PAGE>

                  "RESTRICTED PAYMENT" with respect to any Person means:

                  (1) the declaration or payment of any dividends or any other
         distributions of any sort in respect of its Capital Stock (including
         any payment in connection with any merger or consolidation involving
         such Person) or similar payment to the direct or indirect holders of
         its Capital Stock (other than dividends or distributions payable solely
         in its Capital Stock (other than Disqualified Stock) and dividends or
         distributions payable solely to the Parent, the Company or any of the
         Parent's Restricted Subsidiaries);

                  (2) the purchase, redemption or other acquisition or
         retirement for value of any Capital Stock of the Parent held by any
         Person or of any Capital Stock of a Restricted Subsidiary of the Parent
         held by any Person, 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, prepayment, repurchase, redemption,
         defeasance or other acquisition or retirement for value or other
         payment of principal on, prior to scheduled maturity, scheduled
         repayment or scheduled sinking fund payment of any Subordinated
         Indebtedness of such Person; or

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

                  "RESTRICTED SUBSIDIARY" means, with respect to any Person, any
direct or indirect Subsidiary of such Person which at the time of determination
is not an Unrestricted Subsidiary.

                  "RULE 144" means Rule 144 under the Securities Act.

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

                  "SALE/LEASEBACK TRANSACTION" means an arrangement relating to
property owned by the Parent, the Company or any of the Parent's Restricted
Subsidiaries on the Issue Date or thereafter acquired by the Parent, the Company
or any of the Parent's Restricted Subsidiaries whereby the Parent, the Company
or any of the Parent's Restricted Subsidiaries transfers such property to a
Person and the Parent, the Company or any of the Parent's Restricted
Subsidiaries leases it from such Person.

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

                  "SHELF REGISTRATION STATEMENT" shall have the meaning set
forth in the Registration Rights Agreement.

                  "SIGNIFICANT SUBSIDIARY" of any Person means any Subsidiary of
such Person that satisfies the criteria for a "significant subsidiary" of such
Person within the meaning of Rule 1-02 under Regulation S-X under the Exchange
Act.

                  "SPECIAL RECORD DATE" means, for payment of any Defaulted
Interest, a date fixed by the Paying Agent pursuant to SECTION 2.15 hereof.

                  "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).

                                      -22-


<PAGE>

                  "SUBORDINATED INDEBTEDNESS" 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
Notes, the Parent Guarantee or the Subsidiary Guarantees, 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 its Voting Stock is at the time owned or
controlled, directly or indirectly, by:

                  (1) such Person;

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

                  (3) one or more Subsidiaries of such Person.

                  "SUBSIDIARY GUARANTEE" means the guarantee by a Subsidiary
Guarantor of the Company's obligations with respect to the Notes pursuant to,
and subject to the provisions of, ARTICLE TEN and/or a Guaranty Agreement, as
applicable.

                  "SUBSIDIARY GUARANTOR" means each Subsidiary of the Parent
that executes this Indenture as a guarantor on the Issue Date and each other
Subsidiary of the Parent that thereafter guarantees the Notes pursuant to the
terms of this Indenture.

                  "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
         which is rated "A" (or such similar equivalent rating) or higher by at
         least one nationally recognized statistical rating organization (as
         defined in Rule 436 under the Securities Act) or any money-market fund
         sponsored by a registered broker dealer or mutual fund distributor;

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

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

                                      -23-


<PAGE>

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

                  "TEMPORARY REG S GLOBAL NOTE" means one or more temporary
Global Notes bearing the Private Placement Legend and the Temporary Reg S Global
Note Legend, issued in an aggregate amount of denominations equal in total to
the outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.

                  "TEMPORARY REG S GLOBAL NOTE LEGEND" means the legend set
forth in SECTION 2.14(g)(iii) hereof, which is required to be placed on all
Temporary Reg S Global Notes issued under this Indenture.
                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise set forth in SECTION 9.03.

                  "TRANSFER RESTRICTED NOTES" means Global Notes and Definitive
Notes that bear or are required to bear the Private Placement Legend, issued
under this Indenture.

                  "TRUSTEE" means the party named as such in this Indenture
until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor.

                  "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend, issued under this Indenture.

                  "UNRESTRICTED GLOBAL NOTE" means one or more permanent Global
Notes representing a series of Notes that does not bear and is not required to
bear the Private Placement Legend, issued under this Indenture.

                  "UNRESTRICTED SUBSIDIARY" means:

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

                  (2) any Subsidiary of an Unrestricted Subsidiary.

         The Board of Directors of the Parent may designate any Subsidiary of
the Parent (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless (a) such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or holds any Lien on any property of,
the Parent or any other Subsidiary of the Parent that is not a Subsidiary of the
Subsidiary to be so designated, (b) such Subsidiary or any of its Subsidiaries
has Recourse Indebtedness, (c) such Subsidiary or any of its Subsidiaries is
party to any agreement, contract, arrangement or understanding with the Parent,
the Company or any of the Parent's Restricted Subsidiaries the terms of which
are less favorable to the Parent, the Company or any of the Parent's Restricted
Subsidiaries than those that might be obtained at the time from Persons who are
not Affiliates of the Parent, (d) such Subsidiary or any of its Subsidiaries is
a Person with respect to which the Parent, the Company or any of the Parent's
Restricted Subsidiaries has any direct or indirect obligation (y) to subscribe
for additional Capital Stock or (z) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results, (e) such designation would not be permitted under SECTION
4.10 or (f) such Subsidiary or any of its Subsidiaries does not have at least
one executive officer and one member of its Board of Directors and at least one
executive officer that is, in both cases, is not an executive officer of, and is
not a member of the Board of Directors of the Parent.

                                      -24-


<PAGE>

         The Board of Directors of the Parent may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Parent; PROVIDED, HOWEVER, that
immediately after giving effect to such designation (A) the Company could Incur
$1.00 of additional Indebtedness under CLAUSE (a) of SECTION 4.12 and (B) no
Default or Event of Default shall have occurred and be continuing or result
therefrom. Any such designation by the Board of Directors of the Parent shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors of the Parent giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

         Notwithstanding anything to the contrary set forth herein, in no event
may the Parent designate the Company, or shall the Company otherwise become, an
Unrestricted Subsidiary.

                  "U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or
certificates representing an ownership interest in such obligations) of, and
obligations guaranteed by, 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.

                  "U.S. LEGAL TENDER" means such coin or currency of the United
States which, as at the time of payment, shall be immediately available legal
tender for the payment of public and private debts.

                  "U.S. PERSON" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

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

                  "WHOLLY OWNED RESTRICTED SUBSIDIARY" means a Restricted
Subsidiary of the Parent which is also a Subsidiary Guarantor, all the Capital
Stock of which (other than directors' qualifying shares) is owned by the Parent
or one or more Wholly Owned Restricted Subsidiaries.

SECTION 1.02.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

                  "INDENTURE SECURITIES" means the Notes.

                  "INDENTURE SECURITY HOLDER" means a Holder.

                  "INDENTURE TO BE QUALIFIED" means this Indenture.

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee.

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

                                      -25-


<PAGE>

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

                  SECTION 1.03. 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) words in the singular include the plural, and words in the
         plural include the singular;

                  (5) "herein," "hereof" and other words of similar import refer
         to this Indenture as a whole and not to any particular Article, Section
         or other subdivision;

                  (6) when the words "includes" or "including" are used herein,
         they shall be deemed to be followed by the words "without limitation";

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

                  (8) all references to Sections or Articles refer to Sections
         or Articles of this Indenture unless otherwise indicated.

                                  ARTICLE TWO

                                    THE NOTES

                  SECTION 2.01. FORM AND DATING.

                  The Notes and the Trustee's certificate of authentication
thereon shall be substantially in the form of EXHIBIT A hereto; PROVIDED, that
the form of the Exchange Notes shall include such variations as are permitted or
required by the Registration Rights Agreement. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or Depository rule
or usage. The Company shall approve the form of the Notes and any notation,
legend or endorsement on them. Each Note shall be dated the date of its
authentication.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company, the Parent, the Subsidiary Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

                                      -26-


<PAGE>

                  Notes issued in global form shall be substantially in the form
of EXHIBIT A attached hereto (including the Global Note Legend thereon and the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes
issued in definitive form shall be substantially in the form of EXHIBIT A
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee in accordance with instructions
given by the Holder thereof as required by SECTION 2.14 hereof.

                  The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream Banking Luxembourg" and "Customer Handbook"
of Clearstream in effect at the relevant time shall be applicable to transfers
of beneficial interests in the Reg S Global Notes that are held by Agent Members
through Euroclear or Clearstream.

                  SECTION 2.02. EXECUTION AND AUTHENTICATION; AGGREGATE
PRINCIPAL AMOUNT.

                  Two Officers (who shall have been duly authorized by all
requisite corporate actions) shall sign the Notes for the Company by manual or
facsimile signature.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office or position at the
time the Trustee authenticates the Note, the Note shall nevertheless be valid.

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

                  The Trustee shall authenticate (i) Initial Notes for original
issue in an aggregate principal amount not to exceed $175,000,000, (ii) Exchange
Notes from time to time for issue only pursuant to the Registration Rights
Agreement in exchange for a like principal amount of Initial Notes, and (iii)
subject to compliance with SECTION 4.12, Additional Notes (and Exchange Notes
issued in exchange for a like principal amount of such Additional Notes in an
Exchange Offer) for original issue after the Issue Date in an unlimited amount
in each case upon written orders of the Company in the form of an Officers'
Certificate, which Officers' Certificate shall, in the case of any issuance of
Additional Notes, certify that such issuance is in compliance with SECTION 4.12.
In addition, each Officers' Certificate shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Initial Notes, Exchange Notes or Additional Notes. All Notes
issued under this Indenture shall vote and consent together on all matters as
one class and no series of Notes shall have the right to vote or consent as a
separate class on any matter.

                                      -27-


<PAGE>

                  The Trustee may appoint an authenticating agent (the
"AUTHENTICATING AGENT") reasonably acceptable to the Company to authenticate
Notes. Unless otherwise provided in the appointment, an Authenticating Agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with the Company and Affiliates of the Company.

                  The Notes shall be issuable in fully registered form only,
without coupons, in denominations of $1,000 in principal amount and any integral
multiple thereof.

                  SECTION 2.03. REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency which shall
initially be the office of the Trustee in the Borough of Manhattan, The City of
New York, where (a) Notes may be presented or surrendered for registration of
transfer or for exchange (the "REGISTRAR"), (b) Notes may be presented or
surrendered for payment (the "PAYING AGENT") and (c) notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company, upon prior written notice to the Trustee, may have one or more
co-Registrars and one or more additional Paying Agents reasonably acceptable to
the Trustee. The term "Paying Agent" includes any additional Paying Agent.
Neither the Company nor any Affiliate of the Company may act as Paying Agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which agreement shall incorporate
the provisions of the TIA and implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee in writing of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such.

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and agent for service of demands and notices in connection with the
Notes. The Paying Agent or Registrar may resign upon thirty (30) days' written
notice to the Company.

                  SECTION 2.04. OBLIGATIONS OF PAYING AGENT.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold separate and apart
from, and not commingle with any other properties, for the benefit of the
Holders or the Trustee, all assets held by the Paying Agent for the payment of
principal of, or interest on, the Notes (whether such assets have been
distributed to it by the Company or any other obligor on the Notes), and the
Paying Agent shall promptly notify the Trustee in writing of any Default by the
Company (or any other obligor on the Notes) in making any such payment. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed, and the Trustee may at
any time during the continuance of any payment Default, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it to
the Trustee and to account for any assets distributed. Upon receipt by the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent, the Paying Agent shall have no further liability for such assets.

                  SECTION 2.05. HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders and shall otherwise comply with TIA Section 312(a). If

                                      -28-


<PAGE>

the Trustee is not the Registrar, the Company shall furnish or cause the
Registrar to furnish to the Trustee before each Record Date and at such other
times as the Trustee may request in writing a list as of such date and in such
form as the Trustee may reasonably request of the names and addresses of the
Holders, which list may be conclusively relied upon by the Trustee.

                  SECTION 2.06. TRANSFER AND EXCHANGE.

                  Subject to the provisions of SECTION 2.14, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that
the Notes presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar or co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing and
such other documents as the Registrar or Co-Registrar may reasonably require. To
permit registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Notes at the Registrar's or co-Registrar's request.
No service charge shall be made for any registration of transfer or exchange,
but the Company or the Trustee may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchanges or transfers pursuant to SECTION 2.10, 3.06, 4.15, 4.16 or 9.05, in
which event the Company shall be responsible for the payment of such taxes).

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

                  Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through the Depository, in accordance with this Indenture
and the Applicable Procedures.

                  SECTION 2.07. REPLACEMENT NOTES.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims in writing that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of written notice to the Company or the
Trustee that such Note has been acquired by a protected purchaser, the Company
shall issue and the Trustee shall authenticate a replacement Note of like tenor
and principal amount and bearing a number not contemporaneously outstanding if
the Trustee's requirements are met. Except with respect to mutilated Notes, if
required by the Trustee or the Company, such Holder must provide an affidavit of
lost certificate and an indemnity bond or other indemnity, sufficient in the
judgment of both the Company and the Trustee, to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Note is
replaced. The Company may charge such Holder for its reasonable out-of-pocket
expenses in replacing a Note, including reasonable fees and expenses of its
counsel and of the Trustee and its counsel. In case any mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay such Note instead of issuing a
new Note in replacement thereof. Every replacement Note shall constitute an
additional obligation of the Company, entitled to the benefits of this
Indenture.

                                      -29-


<PAGE>

                  SECTION 2.08. OUTSTANDING NOTES.

                  Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this SECTION 2.08 as not outstanding.
Subject to the provisions of SECTION 2.09, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.

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

                  If on a Redemption Date or the Maturity Date the Paying Agent
holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of
the principal and interest due on the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

                  SECTION 2.09. TREASURY NOTES; WHEN NOTES ARE DISREGARDED.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Parent, the Company or any of their respective Subsidiaries
or Affiliates shall be considered as though they are not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which the Trustee
actually knows are so owned shall be so considered. Notes so owned which have
been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or of such other obligor.

                  SECTION 2.10. TEMPORARY NOTES.

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

                  SECTION 2.11. CANCELLATION.

                  The Company at any time may deliver Notes previously
authenticated hereunder which the Company has acquired in any lawful manner, to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Notes surrendered to them for transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel all Notes surrendered for transfer,
exchange, payment or cancellation. Subject to SECTION 2.07, the Company may not
issue new Notes to replace Notes that it has paid or delivered to the Trustee
for cancellation. If the Company shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation pursuant to this SECTION 2.11. The Trustee shall
dispose of all cancelled Notes in accordance with customary procedures or, at
the written request of the Company, shall return the same to the Company.

                                      -30-


<PAGE>

                  SECTION 2.12. CUSIP NUMBERS.

                  A "CUSIP" number shall be printed on the Notes, and the
Trustee shall use the CUSIP number in notices of redemption, purchase or
exchange as a convenience to Holders; PROVIDED, that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes and any such
redemption, purchase or exchange shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP number.

                  SECTION 2.13. DEPOSIT OF MONEYS.

                  Prior to 10:00 a.m. New York City time on each Interest
Payment Date and the Maturity Date, the Company shall deposit with the Paying
Agent U.S. Legal Tender sufficient to make cash payments, if any, due on such
Interest Payment Date or the Maturity Date, as the case may be.

                  SECTION 2.14. TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may
not be transferred except as a whole by the Depository to a nominee of the
Depository, by a nominee of the Depository to the Depository or to another
nominee of the Depository, or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository. All Global Notes
will be exchanged by the Company for Definitive Notes (i) if the Depository
notifies the Company that it is unwilling or unable to continue as depositary
for the Global Notes and the Depository fails to appoint a successor depository
within ninety (90) days of such notice, (ii) if the Company, at its option,
notifies the Trustee in writing that it elects to cause the issuance of
Definitive Notes or (iii) at the request of the Holders of a majority of the
aggregate principal amount of the outstanding Notes if there shall have occurred
and be continuing an Event of Default with respect to the Notes; PROVIDED, that
in no event shall the Temporary Reg S Global Notes be exchanged for Definitive
Notes prior to (x) the expiration of the Distribution Compliance Period and (y)
the receipt by the Registrar of any certificate identified by the Company and
its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities
Act. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in SECTIONS 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this SECTION 2.14 or SECTION 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
SECTION 2.14(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in SECTION 2.14(b), (c) or (f) hereof.

                  (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL NOTES. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depository, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to the restrictions on transfer
set forth herein. Transfers of beneficial interests in the Global Notes also
shall require compliance with either SUBCLAUSES (i) or (ii) below, as
applicable, as well as one or more of the other following subclauses, as
applicable:

                                      -31-


<PAGE>

                  (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same
Restricted Global Note in accordance with the transfer restrictions set forth in
the Private Placement Legend; PROVIDED, however, that prior to the expiration of
the Distribution Compliance Period, transfers of beneficial interests in the
Temporary Reg S Global Note may not be made to a U.S. person or for the account
or benefit of a U.S. person (other than an Initial Purchaser). Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note. No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this SECTION 2.14(b)(i), but the
Company or the Trustee may request an Opinion of Counsel.

                  (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS
IN GLOBAL NOTES (INCLUDING FOR DEFINITIVE NOTES). In connection with all
transfers and exchanges of beneficial interests that are not subject to SECTION
2.14(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) an order from a Participant or an Indirect Participant
given to the Depository in accordance with the Applicable Procedures directing
the Depository to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase or (B) (1) an order from a Participant or an
Indirect Participant given to the Depository in accordance with the Applicable
Procedures directing the Depository to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depository to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to
effect the transfer or exchange referred to in SUBCLAUSE (B)(1) above; provided,
that in no event shall Definitive Notes be issued upon the transfer or exchange
of beneficial interests in the Temporary Reg S Global Note prior to (x) the
expiration of the Distribution Compliance Period and (y) the receipt by the
Registrar of any certificates identified by the Company or its counsel to be
required pursuant to Rule 903 and Rule 904 under the Securities Act. Upon
consummation of an Exchange Offer by the Company in accordance with SECTION
2.14(f) hereof, the requirements of this SECTION 2.14(b)(ii) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to SECTION 2.14(h)
hereof.

                  (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the
requirements of SECTION 2.14(b)(ii) above and the Registrar receives the
following:

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

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of EXHIBIT B
                  hereto, including the certifications in item (3)(d) thereof;
                  or

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<PAGE>

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the Temporary Reg S Global Note or
                  the Permanent Reg S Global Note, then the transferor must
                  deliver a certificate in the form of EXHIBIT B hereto,
                  including the certifications in item (2) thereof.

                  (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.
A beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of SECTION 2.14(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer and SECTION 2.14(F) hereof, and the holder
                  of the beneficial interest to be transferred, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement or an Additional Notes Registration Rights
                  Agreement, as applicable, and a certificate to the effect set
                  forth in EXHIBIT B hereto, including the certifications in
                  item (3)(c) thereof, is delivered by the transferor;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement or an
                  Additional Notes Registration Rights Agreement, as applicable,
                  and a certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(c) thereof, is
                  delivered by the transferor; or

                           (D) the Registrar receives the following: (1) if the
                  holder of such beneficial interest in a Restricted Global Note
                  proposes to exchange such beneficial interest for a beneficial
                  interest in an Unrestricted Global Note, a certificate from
                  such holder in the form of EXHIBIT C hereto, including the
                  certifications in item (1)(a) thereof; or (2) if the holder of
                  such beneficial interest in a Restricted Global Note proposes
                  to transfer such beneficial interest to a Person who shall
                  take delivery thereof in the form of a beneficial interest in
                  an Unrestricted Global Note, a certificate from such holder in
                  the form of EXHIBIT B hereto, including the certifications in
                  item (4) thereof; and, in each such case set forth in this
                  SUBCLAUSE (D), an Opinion of Counsel in form, and from legal
                  counsel, reasonably acceptable to the Registrar and the
                  Company to the effect that such exchange or transfer is in
                  compliance with the Securities Act and that the restrictions
                  on transfer contained herein and in the Private Placement
                  Legend are no longer required in order to maintain compliance
                  with the Securities Act.

                  If any such transfer is effected pursuant to SUBCLAUSE (B) or
(D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of a written order of the Company in
accordance with SECTION 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
SUBCLAUSE (B) or (D) above. Beneficial interests in an Unrestricted Global Note
cannot be exchanged for, or transferred to Persons who take delivery thereof in
the form of, a beneficial interest in a Restricted Global Note.

                                      -33-


<PAGE>

                  (c) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS FOR
DEFINITIVE NOTES. Transfer and exchange of beneficial interests in the Global
Notes for Definitive Notes shall be made subject to compliance with this SECTION
2.14(c), and the requesting Holder shall provide any certifications, documents
and information, as applicable, required pursuant to the following provisions of
this SECTION 2.14(c). Upon receipt of such applicable documentation, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Note or Unrestricted Global Note, as applicable, to be reduced accordingly
pursuant to SECTION 2.14(H) hereof, and the Company shall execute and, upon
receipt of a written order of the Company pursuant to SECTION 2.02, the Trustee
shall authenticate and deliver to the Person designated in the instructions a
Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in
the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Global Note pursuant to this SECTION 2.14(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depository and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Definitive Notes are so registered.

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

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

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

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

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

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

                  Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this SECTION
2.14(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

                                      -34-


<PAGE>

                  (ii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer and SECTION 2.14(f) hereof, and the holder
                  of such beneficial interest, in the case of an exchange, or
                  the transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement or an Additional Notes Registration Rights
                  Agreement, as applicable, and a certificate to the effect set
                  forth in EXHIBIT B hereto, including the certifications in
                  item (3)(c) thereof, is delivered by the transferor;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement or an
                  Additional Notes Registration Rights Agreement, as applicable,
                  and a certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(c) thereof, is
                  delivered by the transferor; or

                           (D) the Registrar receives the following: (1) if the
                  holder of such beneficial interest in a Restricted Global Note
                  proposes to exchange such beneficial interest for an
                  Unrestricted Definitive Note, a certificate from such holder
                  in the form of EXHIBIT C hereto, including the certifications
                  in item (1)(b) thereof; or (2) if the holder of such
                  beneficial interest in a Restricted Global Note proposes to
                  transfer such beneficial interest to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such holder in the form of EXHIBIT B
                  hereto, including the certifications in item (4) thereof; and,
                  in each such case set forth in this SUBCLAUSE (D), an Opinion
                  of Counsel in form, and from legal counsel, reasonably
                  acceptable to the Registrar and the Company to the effect that
                  such exchange or transfer is in compliance with the Securities
                  Act and that the restrictions on transfer contained herein and
                  in the Private Placement Legend are no longer required in
                  order to maintain compliance with the Securities Act.

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

                  (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for an Unrestricted Definitive Note or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note, then such holder shall satisfy the
         applicable conditions set forth in SECTION 2.14(b)(ii) hereof. Any
         Unrestricted Definitive Note issued in exchange for a beneficial
         interest pursuant to this SECTION 2.14(c)(iii) shall not bear the
         Private Placement Legend.

                  (iv) TRANSFER OR EXCHANGE OF TEMPORARY REG S GLOBAL NOTES.
         Notwithstanding the other provisions of this SECTION 2.14, a beneficial
         interest in the Temporary Reg S Global Note may not be (A) exchanged
         for a Definitive Note prior to (x) the expiration of the Distribution
         Compliance Period (unless such exchange is approved by the Company,

                                      -35-


<PAGE>

         does not require an investment decision on the part of the Holder
         thereof and does not violate the provisions of Regulation S) and (y)
         the receipt by the Registrar of any certificates identified by the
         Company or its counsel to be required pursuant to Rule 903(b)(3)(ii)(B)
         under the Securities Act or (B) transferred to a Person who takes
         delivery thereof in the form of a Definitive Note prior to the events
         set forth in SUBCLAUSE (A) above or unless the transfer is pursuant to
         an exemption from the registration requirements of the Securities Act
         other than Rule 903 or Rule 904.

                  (d) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS. Transfer and exchange of Definitive Notes for beneficial interests in
the Global Notes shall be made subject to compliance with this SECTION 2.14(d),
and the requesting Holder shall provide any certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.14(d). Upon receipt from such Holder of such applicable
documentation and the surrender to the Registrar of the Definitive Notes duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar, duly executed by such Holder or by its attorney,
duly authorized in writing, the Registrar shall register the transfer or
exchange of the Definitive Notes. The Trustee shall cancel such Definitive Notes
so surrendered and cause the aggregate principal amount of the applicable
Restricted Global Note or Unrestricted Global Note, as applicable, to be
increased accordingly pursuant to SECTION 2.14(H) hereof.

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

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

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

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

                           (D) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  accordance with Regulation D under the Securities Act, a
                  certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(d) thereof;

                  the Trustee shall cancel the Restricted Definitive Note and
         increase or cause to be increased the aggregate principal amount of, in
         the case of SUBCLAUSE (A) ABOVE, the appropriate Restricted Global
         Note, in the case of SUBCLAUSE (B) above, the 144A Global Note, in the
         case of clause (C) above, the Reg S Global Note and in the case of
         SUBCLAUSE (D) above, the IAI Global Note.

                  (ii) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
         UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may

                                      -36-


<PAGE>

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

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer and SECTION 2.14(f) hereof, and the Holder,
                  in the case of an exchange, or the transferee, in the case of
                  a transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a Broker-Dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement or an Additional Notes Registration Rights
                  Agreement, as applicable, and a certificate to the effect set
                  forth in EXHIBIT B hereto, including the certifications in
                  item (3)(c) thereof, is delivered by the transferor;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement or an
                  Additional Notes Registration Rights Agreement, as applicable,
                  and a certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(c) thereof, is
                  delivered by the transferor; or

                           (D) the Registrar receives the following: (1) if the
                  Holder of such Restricted Definitive Notes proposes to
                  exchange such Notes for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of EXHIBIT C hereto, including the certifications in
                  item (1)(c) thereof; or (2) if the Holder of such Restricted
                  Definitive Notes proposes to transfer such Notes to a Person
                  who shall take delivery thereof in the form of a beneficial
                  interest in the Unrestricted Global Note, a certificate from
                  such Holder in the form of EXHIBIT B hereto, including the
                  certifications in item (4) thereof; and, in each such case set
                  forth in this SUBCLAUSE (D), an Opinion of Counsel in form,
                  and from legal counsel, reasonably acceptable to the Registrar
                  and the Company to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iii) UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
         UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time.

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to SUBCLAUSES (ii)(b), (ii)(d) or (iii)
of this SECTION 2.14(d) at a time when an Unrestricted Global Note has not yet
been issued, the Company shall issue and, upon receipt of a written order of the
Company in accordance with SECTION 2.02 hereof, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so transferred.

                  (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
NOTES. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this SECTION 2.14(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. The Trustee shall cancel any such

                                      -37-


<PAGE>

Definitive Notes so surrendered, and the Company shall execute and, upon receipt
of a written order of the Company pursuant to SECTION 2.02, the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in
the appropriate principal amount. Any Definitive Note issued pursuant to this
SECTION 2.14(e) shall be registered in such name or names and in such authorized
denomination or denominations as the Holder of such beneficial interest shall
instruct the Registrar through instructions from the Depository and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Definitive Notes are so registered. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this SECTION 2.14(E).

                  (i) RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
         NOTES. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

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

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

                           (C) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in SUBCLAUSES (A) and (B) above,
                  then the transferor must deliver a certificate to the effect
                  set forth in EXHIBIT B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)(d)
                  thereof, if applicable; or

                           (D) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in EXHIBIT B hereto, including the
                  certifications in item (3)(b) thereof, must be delivered by
                  the transferor.

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

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer and SECTION 2.14(F) hereof, and the Holder,
                  in the case of an exchange, or the transferee, in the case of
                  a transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a Broker-Dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement or an Additional Notes
                  Registration Rights Agreement, as applicable, and a
                  certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(c) thereof, is
                  delivered by the transferor;

                                      -38-


<PAGE>

                           (C) any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement or an
                  Additional Notes Registration Rights Agreement, as applicable,
                  and a certificate to the effect set forth in EXHIBIT B hereto,
                  including the certifications in item (3)(c) thereof, is
                  delivered by the transferor; or

                           (D) the Registrar receives the following: (1) if the
                  Holder of such Restricted Definitive Notes proposes to
                  exchange such Notes for an Unrestricted Definitive Note, a
                  certificate from such Holder in the form of EXHIBIT D hereto,
                  including the certifications in item (1)(d) thereof; or (2) if
                  the Holder of such Restricted Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of an Unrestricted Definitive Note, a
                  certificate from such Holder in the form of EXHIBIT B hereto,
                  including the certifications in item (4) thereof; and, in each
                  such case set forth in this SUBCLAUSE (D), an Opinion of
                  Counsel in form, and from legal counsel, reasonably acceptable
                  to the Registrar and the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii) UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
         NOTES. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to register
         such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

                  (f) EXCHANGE OFFER. Upon the occurrence of an Exchange Offer,
the Company shall issue and, upon receipt of a written order of the Company in
accordance with SECTION 2.02 and an Opinion of Counsel for the Company as to
certain matters discussed in this SECTION 2.14(f), the Trustee shall
authenticate (i) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the sum of (A) the principal amount of the beneficial interests
in the Restricted Global Notes exchanged or transferred for beneficial interests
in Unrestricted Global Notes in connection with an Exchange Offer pursuant to
SECTION 2.14(b)(iv) and (B) the principal amount of Restricted Definitive Notes
exchanged or transferred for beneficial interests in Unrestricted Global Notes
in connection with an Exchange Offer pursuant to SECTION 2.14(d)(ii), in each
case tendered for acceptance by Persons that certify in the applicable Letters
of Transmittal that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
such Exchange Offer, and (ii) Unrestricted Definitive Notes in an aggregate
principal amount equal to the sum of (A) the principal amount of the Restricted
Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in
connection with such Exchange Offer pursuant to SECTION 2.14(e)(ii) and (B)
Restricted Global Notes exchanged or transferred for Unrestricted Definitive
Notes in connection with such Exchange Offer pursuant to SECTION 2.14(c)(ii), in
each case tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee
shall cancel any Definitive Notes so surrendered and shall cause the aggregate
principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Company shall execute and, upon receipt of a written order
of the Company pursuant to SECTION 2.02, the Trustee shall authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted
Definitive Notes in the appropriate principal amount.

                  The Opinion of Counsel for the Company referenced above shall
state that:

                                      -39-


<PAGE>

                           (A) the issuance and sale of the Exchange Notes by
                  the Company has been duly authorized and, when executed by the
                  Company and authenticated by the Trustee in accordance with
                  the provisions of this Indenture and delivered in exchange for
                  Initial Notes or Additional Notes, as applicable, in
                  accordance with this Indenture and the applicable Exchange
                  Offer, the Exchange Notes will be entitled to the benefits of
                  this Indenture and will be valid and binding obligations of
                  the Company, enforceable against the Company in accordance
                  with their terms, subject to customary qualifications
                  including exceptions for bankruptcy, fraudulent transfer and
                  equitable principles; and

                           (B) when the Exchange Notes are issued and executed
                  by the Company and authenticated by the Trustee in accordance
                  with the provisions of this Indenture and delivered in
                  exchange for Initial Notes or Additional Notes, as applicable,
                  in accordance with this Indenture and the applicable Exchange
                  Offer, the Parent Guarantee by the Parent and the Subsidiary
                  Guarantees by the Subsidiary Guarantors endorsed thereon will
                  be entitled to the benefits of this Indenture and will be the
                  valid and binding obligations of the Parent and the Subsidiary
                  Guarantors, enforceable against the Parent and the Subsidiary
                  Guarantors in accordance with their terms, subject to
                  customary qualifications including exceptions for bankruptcy,
                  fraudulent transfer and equitable principles.

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

                  (i) PRIVATE PLACEMENT LEGEND.

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

                  "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE
                  MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
                  ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                  THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT
                  THE SELLER OF THIS NOTE 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 NOTE AGREES FOR THE BENEFIT OF THE COMPANY
                  THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
                  PERSON WHOM THE SELLER REASONABLE BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 UNDER THE
                  SECURITIES ACT, (III) TO AN INSTITUTIONAL ACCREDITED INVESTOR
                  (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
                  UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
                  FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                  REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF

                                      -40-


<PAGE>

                  THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
                  TRUSTEE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT, OR (V) PURSUANT TO ANOTHER
                  APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS 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, IN EACH OF CASES (II), (III) AND (V),
                  SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE TO REQUIRE
                  THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
                  OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE
                  HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
                  ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
                  REFERRED TO IN (A) ABOVE."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subclauses (B)(III),
                  (C)(II), (C)(III), (D)(II), (D)(III), (E)(II), (E)(III) or (F)
                  to this SECTION 2.14 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii) GLOBAL NOTE LEGEND. To the extent required by the
         Depository, each Global Note shall bear legends in substantially the
         following forms:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.14 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.14(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
                  IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE 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. UNLESS THIS CERTIFICATE IS PRESENTED BY
                  AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
                  (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), 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 MAY BE REQUESTED BY AN
                  AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
                  CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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."

                                      -41-


<PAGE>

                  (iii) TEMPORARY REG S GLOBAL NOTE LEGEND. To the extent
         required by the Depository, each Temporary Reg S Global Note shall bear
         a legend in substantially the following form:

                  "THE RIGHTS ATTACHING TO THIS TEMPORARY REG S GLOBAL NOTE, AND
                  THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
                  DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS TEMPORARY REG S GLOBAL NOTE SHALL BE ENTITLED TO
                  RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH
                  HOLDER HOLDS THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED
                  TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE."

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

                  (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon receipt of an written order of the Company in
         accordance with SECTION 2.02.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to SECTIONS 2.10, 3.06, 4.15 and 4.16
         hereof).

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

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same Indebtedness, and entitled to the same benefits under this
         Indenture, as the Global Notes or Definitive Notes surrendered upon
         such registration of transfer or exchange.

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<PAGE>

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under SECTION 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         Record Date and the next succeeding Interest Payment Date.

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

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of SECTION 2.02
         hereof.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         SECTION 2.14 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any of the restrictions on
         transfer imposed under this Indenture or under applicable law with
         respect to any transfer of any interest in any Note (including any
         transfers between or among Participants or beneficial owners of
         interests in any Global Note), other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by the terms
         of, this Indenture, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof. The
         Registrar shall not be responsible for confirming the truth or accuracy
         of representations made in any such certifications or certificates.

                  SECTION 2.15. DEFAULTED INTEREST. Any interest on any Note
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date plus, to the extent lawful, any interest payable on the
defaulted Interest at the rate and in the manner provided in SECTION 4.1 hereof
and in the Note (herein called "DEFAULTED INTEREST") shall forthwith cease to be
payable to the registered Holder on the relevant Interest Record Date, and such
Defaulted Interest may be paid by the Company, at their election in each case,
as provided in CLAUSE (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee and the Paying Agent in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment, and at
the same time the Company shall deposit with the Paying Agent an amount of cash
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements reasonably satisfactory to the Paying Agent
for such deposit prior to the date of the proposed payment, such cash when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as provided in this CLAUSE (A). Thereupon the Paying Agent
shall fix a "Special Record Date" for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the
Paying Agent of the notice of the proposed payment. The Paying Agent shall
promptly notify the Company and the Trustee of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at its address as it appears
in the Note register maintained by the Registrar not less than 10 days prior to

                                      -43-


<PAGE>

such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the persons in whose names the Notes
(or their respective predecessor Notes) are registered on such Special Record
Date and shall no longer be payable pursuant to the following CLAUSE (B). (b)
The Company may make payment of any Defaulted Interest in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee and the Paying
Agent of the proposed payment pursuant to this clause, such manner shall be
deemed practicable by the Trustee and the Paying Agent.

                  Subject to the foregoing provisions of this SECTION 2.15, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to Interest
accrued and unpaid, and to accrue, which were carried by such other Note.

                                 ARTICLE THREE

                                   REDEMPTION

                  SECTION 3.01. OPTIONAL REDEMPTION.

                  If the Company elects to redeem Notes pursuant to Paragraph 5
of the Notes, it shall, at least thirty-five (35) days (unless a shorter period
is acceptable to the Trustee) before the Redemption Date, furnish to the Trustee
and Paying Agent an Officers' Certificate setting forth the Redemption Date and
the principal amount of the Notes to be redeemed and the clause of this
Indenture or the Notes pursuant to which the redemption shall occur.

                  Each Officers' Certificate provided for in this SECTION 3.01
shall be accompanied by an Opinion of Counsel stating that such redemption shall
comply with the conditions contained herein and in the Notes.

                  SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

                  If fewer than all of the Notes are to be redeemed pursuant to
Paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed (1)
in compliance with the requirements of the principal national securities
exchange, if any, on which such Notes are listed or (2) if such Notes are not
then listed on a national securities exchange, on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate, provided, that no partial redemption will reduce the principal
amount of a Note not redeemed to less than $1,000. The Trustee shall make the
selection from the Notes outstanding and not previously called for redemption
and shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof, to be redeemed. Notes in denominations of $1,000 in
principal amount may be redeemed only in whole. The Trustee may select for
redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

                                      -44-


<PAGE>

                  SECTION 3.03. NOTICE OF REDEMPTION.

                  At least thirty (30) days but not more than sixty (60) days
before a Redemption Date, the Company shall mail or cause to be mailed a notice
of redemption by first class mail, postage prepaid, to each Holder whose Notes
are to be redeemed at its registered address, with a copy to the Trustee and any
Paying Agent. At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense;
PROVIDED, that the Company shall have delivered to the Trustee, at least
thirty-five (35) days prior to the Redemption Date (unless a shorter period
shall be acceptable to the Trustee), an Officers' Certificate requesting that
the Trustee give such notice and setting forth the information to be stated in
such notice as provided in this SECTION 3.03. Failure to give notice of
redemption, or any defect therein to any Holder of any Note selected for
redemption shall not impair or affect the validity of the redemption of any
other Note.

                  Each notice of redemption shall identify the Notes to be
redeemed, including the CUSIP numbers thereof, and shall state:

                  (1) the Redemption Date;

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

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

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

                  (5) the subparagraph of the Notes pursuant to which such
         redemption is being made;

                  (6) the place where such Notes called for redemption must be
         surrendered to the Paying Agent to collect the Redemption Price plus
         accrued interest, if any;

                  (7) that, unless the Company fails to deposit with the Paying
         Agent funds in satisfaction of the applicable Redemption Price plus
         accrued interest, if any, interest on Notes called for redemption
         ceases to accrue on and after the Redemption Date in accordance with
         SECTION 3.05, and the only remaining right of the Holders of such Notes
         is to receive payment of the Redemption Price plus accrued interest, if
         any, upon surrender to the Paying Agent of the Notes redeemed;

                  (8) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date, and upon surrender of such Note, a new Note or Notes
         in the aggregate principal amount equal to the unredeemed portion
         thereof shall be issued; and

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

                  If any of the Notes to be redeemed is in the form of a Global
Note, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depository applicable to redemption.

                                      -45-


<PAGE>

                  SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with SECTION
3.03, Notes or portions thereof called for redemption shall become irrevocably
due and payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any (and Additional Interest, if any). Upon surrender to the
Trustee or Paying Agent, such Notes or portions thereof called for redemption
shall be paid at the Redemption Price plus accrued interest thereon, if any, to
the Redemption Date, but installments of interest the maturity of which is on or
prior to the Redemption Date shall be payable to Holders of record at the close
of business on the relevant Record Dates referred to in the Notes.

                  SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

                  Not later than 10:00 a.m. local time in the place of payment
on the Redemption Date, the Company shall deposit with the Paying Agent U.S.
Legal Tender sufficient to pay the Redemption Price plus accrued interest, if
any (and Additional Interest, if any), of all Notes or portions thereof to be
redeemed on that date.

                  The Paying Agent shall promptly return to the Company any U.S.
Legal Tender so deposited which is not required for that purpose, except with
respect to monies owed as obligations to the Trustee pursuant to ARTICLE SEVEN.

                  If the Company complies with this SECTION 3.05, then, unless
the Company defaults in the payment of such Redemption Price plus accrued
interest, if any (and Additional Interest, if any), interest on the Notes to be
redeemed shall cease to accrue on and after the applicable Redemption Date,
whether or not such Notes are presented for payment.

                  SECTION 3.06. NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is to be redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note or Notes equal in principal amount to the
unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

                  SECTION 4.01. PAYMENT OF NOTES.

                  The Company shall pay the principal of, or premium, if any, or
interest on the Notes on the dates and in the manner provided in the Notes and
in this Indenture. An installment of principal of, or premium, if any, or
interest on the Notes shall be considered paid on the date it is due if the
Trustee or Paying Agent (other than the Company or an Affiliate of the Company)
holds on that date U.S. Legal Tender designated for and sufficient to pay the
installment in full and the Trustee or Paying Agent, as the case may be, is not
prohibited from paying such U.S. Legal Tender to the Holders on that date
pursuant to the terms of this Indenture. The Company shall pay all Additional
Interest, if any, in the same manner on the dates and in the amounts set forth
in the Registration Rights Agreement and herein.

                  The Company shall pay interest on overdue principal at 1% per
annum in excess of the then applicable interest rate on the Notes to the extent
lawful. The Company shall pay interest on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace period) at
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful.

                                      -46-


<PAGE>

                  Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States from
principal or interest payments hereunder.

                  SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain the office or agency required under
SECTION 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

                  SECTION 4.03. CORPORATE EXISTENCE.

                  Except as otherwise permitted by ARTICLE FOUR, ARTICLE FIVE
and ARTICLE TEN, each of the Parent and the Company shall do or cause to be
done, at its own cost and expense, all things necessary to preserve and keep in
full force and effect its corporate existence and the corporate existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each such Restricted Subsidiary and the material
rights (charter and statutory) and franchises of the Parent, the Company and
each such Restricted Subsidiary; PROVIDED, HOWEVER, that the Parent or the
Company shall not be required to preserve, with respect to itself, any material
right or franchise and, with respect to any of its Restricted Subsidiaries, any
such existence, material right or franchise, if the Board of Directors of the
Parent or the Company, as applicable, shall determine in good faith that the
preservation thereof is no longer desirable in the conduct of the business of
the Parent, the Company and the Parent's Restricted Subsidiaries, taken as a
whole, and that the loss thereof would not have a material adverse effect on the
ability of the Company, the Parent and the Subsidiary Guarantors to satisfy
their respective obligations under the Notes and this Indenture.

                  SECTION 4.04. PAYMENT OF TAXES AND OTHER CLAIMS.

                  Each of the Parent and the Company shall pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (i) all
material taxes, assessments and governmental charges (including withholding
taxes and any penalties, interest and additions to taxes) levied or imposed upon
it or any of its Restricted Subsidiaries or its properties or any of its
Restricted Subsidiaries' properties and (ii) all material lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
its properties or any of its Restricted Subsidiaries' properties; PROVIDED,
HOWEVER, that neither the Parent nor the Company shall be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being or shall be contested in
good faith by appropriate proceedings properly instituted and diligently
conducted for which adequate reserves, to the extent required under GAAP, have
been taken.

                  SECTION 4.05. MAINTENANCE OF INSURANCE.

                  The Parent and the Company shall, and shall cause each of the
Parent's Restricted Subsidiaries to, maintain liability, casualty and other
insurance (including self-insurance consistent with past practice) with
responsible insurance companies in such amounts and against such risks as is in
accordance with customary industry practice in the general areas in which the
Parent, the Company and such Restricted Subsidiaries operate.

                                      -47-


<PAGE>

                  SECTION 4.06. COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

                  (a) The Parent and the Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officers' Certificate
(PROVIDED, that one of the signatories to each such Officers' Certificate shall
be the principal executive officer, principal financial officer or principal
accounting officer of the Parent or the Company, as applicable) stating that a
review of the activities of the Parent, the Company and the Parent's Restricted
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determine whether each has
kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that each
of the Parent, the Company and the Parent's Restricted Subsidiaries has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions thereof (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which
such Officer may have knowledge and what action each is taking or proposes to
take with respect thereto).

                  (b) The year-end financial statements delivered pursuant to
SECTION 4.08 shall be accompanied by a written statement of the independent
public accountants of the Parent and the Company (which shall be a firm of
established national reputation) which states that in making the examination
necessary for certification of such financial statements nothing has come to
their attention which would lead them to believe that the Parent, the Company or
any of the Parent's Restricted Subsidiaries has violated any provisions of
SECTION 4.10, 4.12, 4.16, 4.18 or 4.21 or any other provision of this Indenture
which requires the making of any of the calculations set forth in the foregoing
covenants, or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

                  (c) The Parent and the Company shall, so long as any Notes are
outstanding, as soon as possible but in no event more than ten (10) days after
the occurrence of any Default or Event of Default, deliver to the Trustee an
Officers' Certificate specifying such Default or Event of Default, its status
and what action the Parent and the Company are taking or proposing to take in
respect thereof.

                  SECTION 4.07. LIMITATION ON STATUS AS INVESTMENT COMPANY.

                  The Indenture will prohibit the Parent, the Company and any of
the Parent's Restricted Subsidiaries from being required to register as an
"investment company" (as that term is defined in the Investment Company Act of
1940, as amended), or from otherwise becoming subject to regulation under the
Investment Company Act of 1940, as amended.

                  SECTION 4.08. REPORTS TO HOLDERS.

                  Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Parent and the Company
will furnish the Trustee and, upon request, to the Holders of Notes:

                  (1) all quarterly and annual financial information that would
be required to be contained in a filing with the Commission on Forms 10-Q and
10-K if the Parent or the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Parent, the Company and their respective consolidated Subsidiaries (showing

                                      -48-


<PAGE>

in reasonable detail, 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, the financial condition and results of
operations of the Parent, the Company and the Parent's Restricted Subsidiaries
separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Parent, if any) and, with respect to the annual
information only, a report thereon by the Company's certified independent
accounts, in each case within the time periods specified in the Commission's
rules and regulations; and

                  (2) all current reports that would be required to be filed
with the Commission on Form 8-K if the Parent or the Company were required to
file such reports, in each case within the time periods specified in the
Commission's rules and regulations.

                  In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the Commission, the Parent and the Company will
file a copy of all such information and reports with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing). In addition,
prior to the consummation of the Exchange Offer, for so long as any Notes remain
outstanding, the Parent and the Company will furnish to the Holders upon their
request, the information required to be delivered pursuant to Rule 144(A)(d)(4)
under the Securities Act.

                  Notwithstanding the foregoing two paragraphs of this SECTION
4.08, for so long as the Parent complies with the requirements of Rule 3-10 of
Regulation S-X promulgated by the Commission (or any successor provision), the
reports, information and other documents required to be filed and provided as
described hereunder may, at the Company's option, be filed by and be those of
the Parent rather than the Company.

                  The receipt by the Trustee of any such reports and documents
pursuant to this Section 4.08 shall not constitute notice or constructive notice
of any information contained in such documents or determinable from information
contained in such documents, including the Company's compliance with any
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
an Officers' Certificate).

                  SECTION 4.09. WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

                  SECTION 4.10. LIMITATION ON RESTRICTED PAYMENTS.

(a) The Parent and the Company will not, and will not permit any of the Parent's
Restricted Subsidiaries to, directly or indirectly, make a Restricted Payment if
at the time the Parent, the Company or such Restricted Subsidiary makes such
Restricted Payment or immediately after giving effect thereto:

                  (1) a Default or an Event of Default shall have occurred and
         be continuing;

                                      -49-


<PAGE>

                  (2) the Company is not entitled to Incur an additional $1.00
         of Indebtedness pursuant to CLAUSE (A) of SECTION 4.12; or

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

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

                           (B) the sum of (y) 100% of the aggregate Net Cash
                  Proceeds received by the Parent from the issuance or sale of
                  its Capital Stock (other than Disqualified Stock) subsequent
                  to the Issue Date and on or prior to the Reference Date (other
                  than (i) an issuance or sale to a Subsidiary of the Parent and
                  (ii) an issuance or sale to an employee stock ownership plan
                  or to a trust established by the Parent or any of its
                  Subsidiaries for the benefit of their employees), and (z)
                  without duplication of the preceding SUBCLAUSE (y), 100% of
                  any cash capital contribution received by the Parent from its
                  shareholders subsequent to the Issue Date and on or prior to
                  the Reference Date; PLUS

                           (C) the amount by which Indebtedness of the Parent
                  (which has been issued on or after the Issue Date) is reduced
                  on the Parent's balance sheet upon the conversion or exchange
                  (other than by a Subsidiary of the Parent) subsequent to the
                  Issue Date and on or prior to the Reference Date of any
                  Indebtedness of the Parent that is convertible or exchangeable
                  for Capital Stock (other than Disqualified Stock) of the
                  Parent (LESS the amount of any cash, or the fair value of any
                  other property, distributed by the Parent upon such conversion
                  or exchange); PROVIDED, HOWEVER, that the foregoing amount
                  shall not exceed the Net Cash Proceeds received by the Parent
                  from the sale of such Indebtedness (excluding Net Cash
                  Proceeds from sales to a Subsidiary of the Parent or to an
                  employee stock ownership plan or to a trust established by the
                  Parent or any of its Subsidiaries for the benefit of their
                  employees);

         (excluding in the case of the foregoing SUBCLAUSES (B) and (C), any Net
         Cash Proceeds from issuances and sales of the Parent's Capital Stock
         that are financed directly or indirectly by funds borrowed or advanced
         from the Parent or any Subsidiary of the Parent (until and to the
         extent such borrowing is repaid)).

                  (b) So long as no Default or Event of Default has occurred and
is continuing or would be caused thereby, the preceding CLAUSE (a) will not
prohibit:

                  (1) any purchase, repurchase, redemption, defeasance or other
         acquisition of any shares of Capital Stock of the Parent made out of
         the Net Cash Proceeds of the substantially concurrent sale of, or made
         by exchange for, Capital Stock of the Parent (other than Disqualified
         Stock and other than Capital Stock issued or sold to a Subsidiary of
         the Parent or an employee stock ownership plan or to a trust
         established by the Parent or any of its Subsidiaries for the benefit of
         their employees) or a substantially concurrent cash capital
         contribution received by the Parent from its shareholders; PROVIDED,
         HOWEVER, that the Net Cash Proceeds from such sale or such cash capital
         contribution (to the extent so used pursuant to this CLAUSE (1)) shall
         be excluded from the calculation of amounts under SUBCLAUSE (3)(B) of
         CLAUSE (a) above;

                                      -50-


<PAGE>

                  (2) any purchase, repurchase, redemption, defeasance or other
         acquisition or retirement for value of Subordinated Indebtedness of the
         Parent, the Company or any of the Parent's Restricted Subsidiaries (A)
         made by exchange for, or out of the proceeds of the substantially
         concurrent sale of, Capital Stock of the Parent (other than
         Disqualified Stock and other than Capital Stock issued or sold to a
         Subsidiary of the Parent or an employee stock ownership plan or to a
         trust established by the Parent or any of its Subsidiaries for the
         benefit of their employees) or a substantially concurrent cash capital
         contribution received by the Parent from its shareholders; PROVIDED,
         HOWEVER, that the Net Cash Proceeds from such sale or such cash capital
         contribution (to the extent so used pursuant to this SUBCLAUSE (2)(A))
         shall be excluded from the calculation of amounts under SUBCLAUSE
         (3)(B) of CLAUSE (A) above, or (B) made by exchange for, or out of the
         proceeds of the substantially concurrent sale of, Subordinated
         Indebtedness of such Person which is permitted to be Incurred pursuant
         to SECTION 4.12;

                  (3) dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration the payment of such
         dividend would have complied with this SECTION 4.10;

                  (4) the repurchase or other acquisition of shares of Capital
         Stock of the Parent, the Company or any of the Parent's Subsidiaries
         from employees, former employees, directors or former directors of the
         Parent, the Company or any of the Parent's Subsidiaries (or permitted
         transferees of such employees, former employees, directors or former
         directors), pursuant to the terms of the written agreements (including
         employment agreements) or plans (or amendments thereto) approved by the
         Board of Directors of the Parent under which such individuals purchase
         or sell or are granted the option to purchase or sell, such shares of
         Capital Stock; PROVIDED, HOWEVER, that the aggregate amount of such
         repurchases and other acquisitions shall not exceed the sum of (x) $3.0
         million and (y) the Net Cash Proceeds from the sale of Capital Stock
         (other than Disqualified Stock) of the Parent subsequent to the Issue
         Date to employees, former employees, directors and former directors of
         the Parent, the Company or the Parent's Subsidiaries to the extent the
         Net Cash Proceeds from the sale of such Capital Stock have not
         otherwise been applied to the making of Restricted Payments by virtue
         of SUBCLAUSE (3)(B) of CLAUSE (A) above;

                  (5) repurchases of Capital Stock of the Parent deemed to occur
         upon exercise of stock options if such Capital Stock represents a
         portion of the exercise price of such options;

                  (6) cash payments in lieu of the issuance of fractional shares
         in connection with the exercise of warrants, options or other
         securities convertible into or exchangeable for Capital Stock of the
         Parent;

                  (7) commencing on January 1, 2004 and for so long as the
         Permitted Holders "beneficially own" (as defined in Rules 13d-3 and
         13d-5 under the Exchange Act, except for the purposes of this SUBCLAUSE
         (7), the Permitted Holders shall be deemed to have "beneficial
         ownership" of all shares that they have the right to acquire, whether
         such right is exercisable immediately or only after the passage of
         time), directly or indirectly, at least 35% in the aggregate of the
         total voting power of the Voting Stock of the Parent, payments of
         management fees to Madison Dearborn Capital Partners, L.P. or any of
         its Affiliates, in an aggregate amount in any fiscal year of the
         Company not to exceed the greater of (a) $1.0 million or (b) 1% of the
         EBITDA during the fiscal year of the Parent immediately preceding such
         fiscal year; or

                  (8) Restricted Payments in an amount which, when taken
         together with all Restricted Payments made pursuant to this SUBCLAUSE
         (8), does not exceed $5.0 million.

                                      -51-


<PAGE>

                  (c) In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date for the purposes of SUBCLAUSE (3) of CLAUSE
(a) above, amounts expended pursuant to the preceding SUBCLAUSES (4) and (8)
shall be included in such calculation.

                  (d) Not later than the date of making any Restricted Payment,
the Parent and the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment complies with this Indenture and setting
forth in reasonable detail the basis upon which the required calculations were
computed, which calculations may be based upon the Parent's latest available
internal quarterly financial statements.

                  SECTION 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

                  (a) The Parent and the Company will not, and will not permit
any of the Parent's Restricted Subsidiaries to, directly or indirectly, enter
into or permit to exist any transaction or series of transactions (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
of their respective Affiliates (each, an "AFFILIATE TRANSACTION") unless:

                  (1) the terms of the Affiliate Transaction are no less
         favorable to the Parent, 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 (or series of related
         Affiliate Transactions which are similar or part of a common plan)
         involves an amount in excess of $2.0 million, the terms of the
         Affiliate Transaction are set forth in writing and a majority of the
         members of the Board of Directors of the Parent disinterested with
         respect to such Affiliate Transaction shall have, prior to the
         consummation thereof, determined in good faith that the criteria set
         forth in SUBCLAUSE (1) above are satisfied and shall have approved the
         relevant Affiliate Transaction as evidenced by a resolution of the
         Board of Directors of the Parent delivered to the Trustee; and

                  (3) if such Affiliate Transaction (or series of related
         Affiliate Transactions which are similar or part of a common plan)
         involves an amount in excess of $5.0 million, the Board of Directors of
         the Parent shall also have, prior to the consummation thereof,
         received, and delivered to the Trustee, a written opinion from an
         Independent Qualified Party to the effect that such Affiliate
         Transaction is fair, from a financial standpoint, to the Parent, the
         Company or the applicable Restricted Subsidiary of the Parent and is
         not less favorable to the Parent, the Company or the applicable
         Restricted Subsidiary of the Parent 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 the preceding CLAUSE (A) will not
prohibit:

                  (1) any Permitted Investment or any Restricted Payment
         permitted to be made pursuant to SECTION 4.10;

                  (2) any issuance of securities to an employee of the Parent,
         the Company or the Parent's Restricted Subsidiaries, or other payments,
         awards or grants in cash, securities or otherwise to an employee of the
         Parent, the Company or the Parent's Restricted Subsidiaries pursuant
         to, or the funding of, employment arrangements, stock options and stock
         ownership plans approved by the Board of Directors of the Parent, in
         each case, to the extent not otherwise prohibited by this Indenture;

                                      -52-


<PAGE>

                  (3) loans or advances to employees in the ordinary course of
         business in accordance with the past practices of the Parent, the
         Company or the Parent's Restricted Subsidiaries, but in any event not
         to exceed $1.0 million in the aggregate outstanding at any one time;

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

                  (5) any transaction exclusively between the Parent, the
         Company or any of the Parent's Restricted Subsidiaries, on one hand,
         and any other Restricted Subsidiary of the Parent, on the other hand,
         which would constitute an Affiliate Transaction solely because the
         Parent, the Company or a Restricted Subsidiary of the Parent owns an
         equity interest in or otherwise controls such Restricted Subsidiary;
         PROVIDED, that such transaction is not otherwise prohibited by this
         Indenture;

                  (6) any agreement or arrangement as in effect on the Issue
         Date and described in the Offering Circular or any renewals or
         extensions of any such agreement or arrangement (so long as such
         renewals or extensions are not less favorable to the Parent, the
         Company, or the applicable Restricted Subsidiary of the Parent or the
         Holders in any material respect as determined by the Board of Directors
         of the Parent in its reasonable and good faith judgment than the
         original agreement as in effect on the Issue Date) and the transactions
         evidenced thereby;

                  (7) indemnity provided in the ordinary course of business on
         behalf of officers, directors or employees of the Parent, the Company
         or the Parent's Restricted Subsidiaries; and

                  (8) the issuance and sale of Capital Stock (other than
         Disqualified Stock) that would not otherwise by prohibited by this
         Indenture which would constitute an Affiliate Transaction solely
         because such Capital Stock is issued and sold to a Person that is an
         equity holder of the Parent, the Company or such Restricted Subsidiary
         of the Parent.

                  SECTION 4.12. LIMITATION ON INCURRENCE OF ADDITIONAL
INDEBTEDNESS.

                  (a) The Parent and the Company will not, and will not permit
any of the Parent's Restricted Subsidiaries to, Incur, directly or indirectly,
any Indebtedness, and the Parent and the Company will not issue any shares of
Disqualified Stock and will not permit any of the Parent's Restricted
Subsidiaries to issue any shares of Disqualified Stock; PROVIDED, HOWEVER, that
the Parent, the Company or any of the Parent's Restricted Subsidiaries will be
entitled to Incur Indebtedness and to issue shares of Disqualified Stock if, on
the date of such Incurrence or issuance and after giving effect thereto on a PRO
FORMA basis (including the application of the net proceeds therefrom), no
Default or Event of Default has occurred and is continuing and the Consolidated
Coverage Ratio exceeds (1) 2.00 to 1.00 if such Indebtedness is Incurred or such
shares of Disqualified Stock are issued on or prior to March 31, 2005 or (2)
2.25 to 1.00 if such Indebtedness is Incurred or such shares of Disqualified
Stock are issued after March 31, 2005.

                  (b) Notwithstanding the foregoing CLAUSE (a), the Parent, the
Company and the Parent's Restricted Subsidiaries will be entitled to Incur any
or all of the following Indebtedness:

                  (1) Indebtedness Incurred by the Parent, the Company or any of
         the Parent's Restricted Subsidiaries pursuant to the Credit Agreement;
         PROVIDED, HOWEVER, that, immediately after giving effect to any such
         Incurrence, the aggregate principal amount of all Indebtedness Incurred
         under this SUBCLAUSE (1) and then outstanding does not exceed the
         greater of (A) $185.0 million, LESS the sum of all principal payments
         made with respect to such Indebtedness pursuant to CLAUSE (A)(3)(A) of
         SECTION 4.16, LESS, without duplication, the sum of any permanent
         reductions of the commitments thereunder and (B) the Borrowing Base as
         of the date of such Incurrence;

                  (2) Indebtedness of the Parent owed to and held by the Company
         or any Subsidiary Guarantor or Indebtedness of the Company or any
         Subsidiary Guarantor owed to and held by the Parent, the Company or any
         Subsidiary Guarantor, in each case subject to no Lien held by a Person
         other than the Parent, the Company or any Subsidiary Guarantor;
         PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer of any

                                      -53-


<PAGE>

         Capital Stock or any other event that results in any such Subsidiary
         Guarantor ceasing to be a Subsidiary Guarantor or any subsequent
         transfer of any such Indebtedness (except to the Parent, the Company or
         a Subsidiary Guarantor) shall be 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, pursuant to a written agreement, to the prior
         payment in full in cash of all obligations with respect to the Notes
         and (C) if the Parent or 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 Parent Guarantee or Subsidiary Guarantee, as applicable;

                  (3) the Notes and the Exchange Notes (other than any
         Additional Notes) in an aggregate principal amount not to exceed $175.0
         million and the related Parent Guarantee and Subsidiary Guarantees;

                  (4) Indebtedness outstanding on the Issue Date (other than
         Indebtedness described in SUBCLAUSES (1), (2) or (3) of this CLAUSE
         (b)), reduced to the extent such amounts shall have been repaid or
         retired;

                  (5) Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to CLAUSE (A) of this SECTION 4.12 or pursuant to
         SUBCLAUSES (2), (3), (4) or (5) of this CLAUSE (b);

                  (6) Hedging Obligations consisting of (A) Interest Rate
         Agreements that are entered into for the purpose of fixing or hedging
         interest rates with respect to any outstanding fixed or variable rate
         Indebtedness permitted to be Incurred by the Parent, the Company or the
         Parent 's Restricted Subsidiaries pursuant to the Indenture; PROVIDED,
         that the notional amount of such Hedging Obligations at the time of the
         initial incurrence thereof shall not exceed the principal amount of the
         Indebtedness to which such Hedging Obligations relate, and (B) Currency
         Agreements that are entered into for the purpose of fixing or hedging
         currency risks; PROVIDED, that in the case of Currency Agreements which
         relate to Indebtedness, such Currency Agreements do not increase the
         Indebtedness of the Parent, the Company and the Parent's Restricted
         Subsidiaries outstanding other than as a result of fluctuations in
         foreign currency exchange rates or by reason of fees, indemnities and
         compensation payable thereunder;

                  (7) Indebtedness in respect of performance bonds, bankers'
         acceptances, workers' compensation claims, surety or appeal bonds,
         payment obligations in connection with self-insurance or similar
         obligations, completion or performance guarantees or standby letters of
         credit issued for the purpose of supporting such obligations and bank
         overdrafts (and letters of credit in respect thereof), in each case,
         Incurred in the ordinary course of business;

                  (8) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; PROVIDED,
         HOWEVER, that such Indebtedness is extinguished within five Business
         Days of its Incurrence;

                                      -54-


<PAGE>

                  (9) Indebtedness consisting of any guarantee by the Parent or
         a Subsidiary Guarantor of Indebtedness Incurred pursuant to the
         SUBCLAUSES (3) or (4) of this CLAUSE (b) or pursuant to SUBCLAUSE (5)
         of this CLAUSE (b) to the extent the Refinancing Indebtedness Incurred
         thereunder directly or indirectly Refinances Indebtedness Incurred
         pursuant to SUBCLAUSES (3) or (4) of this CLAUSE (b);

                  (10) Indebtedness consisting of indemnification obligations
         Incurred in connection with the disposition of any business or assets,
         other than in respect of guarantees of Indebtedness Incurred by any
         Person acquiring all or any portion of such business or assets for the
         purpose of financing such acquisition; PROVIDED, that the maximum
         aggregate liability in respect of all such Indebtedness shall at no
         time exceed the gross proceeds actually received by the Parent or the
         applicable Restricted Subsidiary of the Parent in connection with such
         disposition;

                  (11) Indebtedness represented by Capital Lease Obligations or
         Purchase Money Indebtedness incurred in the ordinary course of business
         and in an aggregate amount which, when taken together with all other
         Indebtedness of the Parent, the Company and the Parent's Restricted
         Subsidiaries Incurred pursuant to this SUBCLAUSE (11) and outstanding
         on the date of such Incurrence, does not exceed $5.0 million; and

                  (12) Indebtedness in an aggregate principal amount which, when
         taken together with all other Indebtedness of the Parent, the Company
         and the Parent's Restricted Subsidiaries Incurred pursuant to this
         SUBCLAUSE (12) and outstanding on the date of such Incurrence, does not
         exceed $15.0 million.

                  (c) Notwithstanding the foregoing, neither the Parent, the
Company nor any Restricted Subsidiary of the Parent will Incur any Indebtedness
pursuant to the foregoing CLAUSE (b) if the proceeds thereof are used, directly
or indirectly, to Refinance any Subordinated Indebtedness of the Parent, the
Company or any Restricted Subsidiary of the Parent Incurred on or prior to the
Issue Date (other than the redemption of the Existing 12.75% Senior Subordinated
Notes) unless such Indebtedness shall be subordinated to the Notes, the Parent
Guarantee or the applicable Subsidiary Guarantee to at least the same extent as
such Subordinated Indebtedness.

                  (d) For purposes of determining compliance with this SECTION
4.12, in the event that an item of Indebtedness meets the criteria of more than
one of the categories described in SUBCLAUSES (1) through (12) of CLAUSE (b)
above or is entitled to be incurred pursuant to the Consolidated Coverage Ratio
provisions of CLAUSE (a) above, the Company shall, in its sole discretion,
classify (or from time to time may reclassify) such item of Indebtedness in any
manner that complies with this SECTION 4.12 and such item of Indebtedness will
be treated as having been incurred pursuant to only one of such categories.
Accrual of interest, accretion or amortization of original issue discount and
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms will not be deemed to be an Incurrence of
Indebtedness for the purposes of this SECTION 4.12.

                  SECTION 4.13. LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
RESTRICTED SUBSIDIARIES.

                  The Parent and the Company will not, and will not permit any
of the Parent 's Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or permit to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary of the Parent (other

                                      -55-


<PAGE>

than the Company) to (a) except with respect to any Restricted Subsidiary of the
Parent that is not also a Restricted Subsidiary of the Company pay dividends or
make any other distributions on its Capital Stock,(b) pay any Indebtedness or
other obligations owed to the Company or any Restricted Subsidiary of the
Company, (c) make any loans or advances to the Company or any Restricted
Subsidiary of the Company or (d) transfer any of its property or assets to the
Company or any Restricted Subsidiary of the Company, except:

                  (1) with respect to CLAUSES (a), (b), (c) and (d),

                           (A) any encumbrance or restriction pursuant to an
                  agreement in effect at or entered into on the Issue Date,
                  solely to the extent and manner in which such encumbrance or
                  restriction is in effect as of the Issue Date;

                           (B) any encumbrance or restriction with respect to
                  any Restricted Subsidiary of the Parent pursuant to an
                  agreement existing on or prior to the date on which such
                  Restricted Subsidiary became a Restricted Subsidiary of the
                  Parent or was acquired by the Parent or any of its Restricted
                  Subsidiaries (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 of the Parent or was so acquired) and outstanding
                  on such date; PROVIDED, that, such encumbrance or restriction
                  is not applicable to any Person, or the properties or assets
                  of any Person, other than such Restricted Subsidiary;

                           (C) any encumbrance or restriction pursuant to an
                  agreement effecting a Refinancing of Indebtedness Incurred
                  pursuant to an agreement referred to in SUBCLAUSE (A) or (B)
                  of CLAUSE (1) of this SECTION 4.13 or this SUBCLAUSE (C) or
                  contained in any amendment to an agreement referred to in
                  SUBCLAUSE (A) or (B) of CLAUSE (1) of this SECTION 4.13 or
                  this SUBCLAUSE (C); PROVIDED, HOWEVER, that the provisions
                  relating to such encumbrances and restrictions contained in
                  the instruments governing such Indebtedness are no less
                  favorable to the Holders in any material respect as determined
                  by the Board of Directors of the Parent in its reasonable and
                  good faith judgment than the provisions relating to such
                  encumbrances and restrictions contained in such predecessor
                  agreements;

                           (D) any encumbrance or restriction with respect to
                  any Restricted Subsidiary of the Parent imposed pursuant to an
                  agreement entered into for the sale or disposition of all or
                  substantially all of the Capital Stock or assets of such
                  Restricted Subsidiary pending the closing of such sale or
                  disposition; PROVIDED, that such agreement and the
                  transactions contemplated thereby do not violate the
                  provisions of this Indenture;

                           (E) any encumbrance or restriction pursuant to
                  applicable law;

                           (F) any encumbrance or restriction pursuant to the
                  Credit Agreement; PROVIDED, HOWEVER, that the provisions
                  relating to such encumbrances and restrictions contained in
                  the Credit Agreement are no less favorable to the Holders in
                  any material respect as determined by the Board of Directors
                  of the Parent in its reasonable and good faith judgment than
                  the provisions relating to such encumbrances and restrictions
                  contained in the Credit Agreement as in effect on the Issue
                  Date; and

                           (G) customary limitations on dividends and
                  distributions in joint venture agreements and other similar
                  agreements (in each case relating solely to the respective
                  joint venture or similar entity or the equity interests
                  therein) entered into in the ordinary course of business; and

                                      -56-


<PAGE>

                  (2) with respect to CLAUSE (d) only,

                           (A) any encumbrance or restriction consisting of
                  customary nonassignment provisions in leases governing
                  leasehold interests to the extent (i) such provisions restrict
                  the transfer of the lease or the property leased thereunder
                  and (ii) such provisions do not violate the provisions of this
                  Indenture;

                           (B) any encumbrance or restriction contained in
                  security agreements or mortgages securing Indebtedness of any
                  Restricted Subsidiary of the Parent to the extent (i) such
                  encumbrance or restriction restricts the transfer of the
                  property subject to such security agreements or mortgages,
                  (ii) such security agreements or mortgages do not violate the
                  provisions of this Indenture, and (iii) such Indebtedness was
                  Incurred in accordance with the provisions of this Indenture;

                           (C) customary restrictions on subletting or
                  assignment and net worth covenants contained in any lease
                  governing a leasehold interest of any Restricted Subsidiary of
                  the Parent entered into in the ordinary course of business;

                           (D) customary limitations on the disposition or
                  distribution of assets or property in joint venture agreements
                  and other similar agreements (in each case solely to the
                  respective joint venture or similar entity or the equity
                  interests therein) entered into in the ordinary course of
                  business; and

                           (E) customary limitations on transfer contained in
                  agreements governing Purchase Money Indebtedness not incurred
                  in violation of this Indenture relating to property acquired
                  in the ordinary course of business; provided, however, that
                  such restrictions relate only to the transfer of the property
                  acquired with the proceeds of such Purchase Money
                  Indebtedness.

                  SECTION 4.14. ADDITIONAL SUBSIDIARY GUARANTEES.

                  The Parent will cause each of its Domestic Restricted
Subsidiaries created or acquired, or which otherwise become Domestic Restricted
Subsidiaries, after the Issue Date to, and each Foreign Subsidiary that enters
into any guarantee of any Indebtedness of the Parent, the Company or any of the
Parent's Restricted Subsidiaries (other than a Foreign Subsidiary that
guarantees only Indebtedness Incurred by another Foreign Subsidiary) to, in each
case at the same time as such creation, acquisition, other event or guarantee,
execute and deliver to the Trustee a Guaranty Agreement, in a form satisfactory
to the Trustee, pursuant to which such Domestic Restricted Subsidiary or Foreign
Subsidiary will guarantee payment of the Notes on the same terms and conditions
as those set forth in ARTICLE 10 of this Indenture.

                  In connection with, and at the same time as, the execution and
delivery of any Guaranty Agreement by any Domestic Restricted Subsidiary of the
Parent or any Foreign Subsidiary as required by this SECTION 4.14, such Domestic
Restricted Subsidiary or any Foreign Subsidiary shall deliver to the Trustee an
Opinion of Counsel to the effect that such Guaranty Agreement has been duly
authorized, executed and delivered by such Domestic Restricted Subsidiary or
Foreign Subsidiary, constitutes a legal, valid, binding and enforceable
obligation of such Domestic Restricted Subsidiary or Foreign Subsidiary and
complies with this Indenture

                                      -57-


<PAGE>

                  SECTION 4.15. LIMITATION ON CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, the Company
shall make an offer to purchase all outstanding Notes pursuant to the
requirements described in CLAUSE (B) below (the "CHANGE OF CONTROL OFFER") at a
purchase price equal to 101% of the principal amount thereof on the date of
purchase plus accrued and unpaid interest (including Additional 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).

                  (b) Within 30 days following any Change of Control, the
Company shall mail, by first class mail, postage prepaid, a notice to each
record Holder as shown on the register of Holders, with a copy to the Trustee,
which notice shall govern the terms of the Change of Control Offer. Such notice
shall state:

                  (1) that a Change of Control has occurred and that such Holder
         has the right, pursuant to this SECTION 4.15, to require the Company to
         purchase such Holder's Notes at a purchase price in cash equal to 101%
         of the principal amount thereof on the date of purchase, plus accrued
         and unpaid interest (and Additional Interest, if any), to the date of
         purchase (subject to the right of Holders of record on the relevant
         record date to receive interest on the relevant interest payment date);

                  (2) the circumstances and relevant facts regarding such Change
         of Control;

                  (3) the purchase date (which shall be no earlier than 30 days
         nor later than 60 days from the date such notice is mailed) (the
         "CHANGE OF CONTROL PAYMENT DATE");

                  (4) that, to the extent lawful, all Notes tendered in the
         Change of Control Offer and not withdrawn shall be accepted for payment

                  (5) that any Note not tendered in the Change of Control Offer
         shall continue to accrue interest;

                  (6) that, unless the Company defaults in making payment
         therefor, any Note accepted for payment pursuant to the Change of
         Control Offer shall cease to accrue interest after the Change of
         Control Payment Date;

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

                  (8) that Holders shall be entitled to withdraw their election
         if the Paying Agent receives, not later than five (5) Business Days
         prior to the Change of Control Payment Date, a telegram, telex,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes the Holder delivered for purchase and
         a statement that such Holder is withdrawing its election to have such
         Notes purchased; and

                  (9) that Holders whose Notes are purchased only in part shall
         be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered; PROVIDED, that each Note purchased
         and each new Note issued shall be in an original principal amount of
         $1,000 or integral multiples thereof.

                                      -58-


<PAGE>

                  If any of the Notes subject to the Change of Control Offer is
in the form of a Global Note, then the Company shall modify such notice to the
extent necessary to comply with the procedures of the Depository applicable to
repurchases.

                  On or before the Change of Control Payment Date, the Company
shall, to the extent lawful (i) accept for payment Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued
interest, if any, of all Notes or portions thereof so tendered and (iii) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to the Holders of Notes so tendered the purchase price for such Notes and
the Company shall promptly issue and the Trustee shall promptly (but in any case
not later than five days after the Change of Control Payment Date) authenticate
and mail (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered;
PROVIDED, that each such new Note shall be in a principal amount of $1,000 or an
integral multiple thereof. Any Notes not so accepted shall be promptly mailed by
the Company to the Holders thereof. For purposes of this SECTION 4.15, the
Trustee shall act as the Paying Agent.

                  Any amounts remaining after the purchase of Notes pursuant to
a Change of Control Offer shall be returned by the Trustee to the Company.

                  Neither the Board of Directors of the Company nor the
Responsible Officers of the Trustee may waive the Company's obligation to offer
to purchase the Notes pursuant to this SECTION 4.15.

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

                  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements of this SECTION 4.15 and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.

                  SECTION 4.16. LIMITATION ON SALES OF ASSETS AND SUBSIDIARY
STOCK.

                  (a) The Parent and the Company will not, and will not permit
any of the Parent's Restricted Subsidiaries to, directly or indirectly,
consummate any Asset Disposition unless:

                  (1) the Parent, 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) of the shares and assets sold or otherwise
         disposed of in such Asset Disposition;

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

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                  (3) upon the consummation of such Asset Disposition, the
         Parent or the Company shall apply, or cause such Restricted Subsidiary
         to apply, an amount equal to 100% of the Net Available Cash from such
         Asset Disposition within the Applicable Required Period:

                           (A) FIRST, to the extent the Parent or the Company
                  elects (or is required by the terms of the Credit Agreement),
                  to prepay, repay, redeem or purchase Indebtedness incurred
                  under the Credit Agreement (and permanently reduce the
                  commitments thereunder; PROVIDED, HOWEVER, that neither the
                  Parent nor the Company shall be obligated to permanently
                  reduce revolving commitments under the Credit Agreement in
                  respect of any Net Available Cash constituting Deferred Lagoon
                  Net Available Cash applied pursuant to this SUBCLAUSE (A) in
                  reduction of revolving Indebtedness incurred under the Credit
                  Agreement);

                           (B) SECOND, to the extent of the balance of such Net
                  Available Cash after application in accordance with SUBCLAUSE
                  (A) above, to the extent the Parent or the Company elects, to
                  acquire Additional Assets; and

                           (C) THIRD, to the extent of the balance of such Net
                  Available Cash after application in accordance with SUBCLAUSES
                  (A) and (B), to make a Net Available Cash Offer in accordance
                  with CLAUSE (b) below;

                  Notwithstanding the foregoing provisions of this CLAUSE (a),
the Parent, the Company and the Parent's Restricted Subsidiaries will not be
required to apply any Net Available Cash in accordance with this SECTION 4.16
except to the extent that the aggregate Net Available Cash from all Asset
Dispositions which is not applied in accordance with this SECTION 4.16 exceeds
$5.0 million (at which time, all such Net Available Cash, and not just such
excess, shall be applied in accordance with this SECTION 4.16). Pending
application of Net Available Cash pursuant to this SECTION 4.16, 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 4.16, securities or assets
received by the Parent, the Company or any Restricted Subsidiary of the Parent
from the transferee that are promptly converted by the Parent, the Company or
such Restricted Subsidiary into cash shall be deemed to be cash or cash
equivalents, to the extent of the cash received in that conversion.

                  (b) To the extent that the Parent, the Company or the
applicable Restricted Subsidiary of the Parent does not apply all of the Net
Available Cash in respect of an Asset Disposition in accordance with CLAUSES
(a)(3)(A) and (a)(3)(B) above within the Applicable Required Period (or such
earlier date that the Board of Directors of the Parent, the Company or such
Restricted Subsidiary determines not to apply such Net Available Cash in such
manner), then on the final day of the Applicable Required Period (or such
earlier date) (each, a "NET AVAILABLE CASH OFFER TRIGGER DATE"), such aggregate
amount of Net Available Cash which has not been applied on or before such Net
Available Cash Offer Trigger Date as permitted in CLAUSES (a)(3)(A) and
(a)(3)(B) above (each a "NET AVAILABLE CASH OFFER AMOUNT") shall be applied by
the Parent, the Company or such Restricted Subsidiary to make an offer to
purchase (the "NET AVAILABLE CASH OFFER") on a date (the "NET AVAILABLE CASH
OFFER PAYMENT DATE") not less than 30 nor more than 45 days following the
applicable Net Available Cash Offer Trigger Date, from all Holders of the Notes
and from all holders of other PARI PASSU Indebtedness that contain similar terms
requiring an offer to purchase to be made with the proceeds of an Asset
Disposition, on a PRO RATA basis in proportion to the respective principal
amounts of the Notes and such other PARI PASSU Indebtedness (or accreted values
in the case of PARI PASSU Indebtedness issued with original issue discount),
that amount of Notes and such other PARI PASSU Indebtedness equal to the Net

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Available Cash Offer Amount at a price equal to 100% of the principal amount
thereof (or accreted value in the case of PARI PASSU Indebtedness issued with
original issue discount) of the Notes and such other PARI PASSU Indebtedness to
be so purchased, plus accrued and unpaid interest and Additional Interest
thereon, if any, to the date of purchase; PROVIDED, HOWEVER, that if at any time
any non-cash consideration received by the Parent, the Company or any Restricted
Subsidiary of the Parent, as the case may be, in connection with any Asset
Disposition is converted into or sold or otherwise disposed of for cash (other
than interest received with respect to any such non-cash consideration), then
such conversion or disposition shall be deemed to constitute an Asset
Disposition hereunder on the date of such conversion or disposition, as the case
my be, and the Net Available Cash Proceeds thereof shall be applied in
accordance with this SECTION 4.16.

                  Each notice of a Net Available Cash Offer shall be mailed to
the record Holders as shown on the register of Holders within 25 days following
the Net Available Cash Offer Trigger Date, with a copy to the Trustee, and shall
comply with the procedures set forth in this Indenture. Upon receiving notice of
the Net Available Cash Offer, Holders may elect to tender their Notes in whole
or in part in integral multiples of $1,000 in exchange for cash. To the extent
Holders of the Notes and the holders of other PARI PASSU Indebtedness of the
Company properly tender Notes and such other PARI PASSU Indebtedness in
accordance with the provisions of this Indenture in connection with the Net
Available Cash Offer in an amount exceeding the Net Available Cash Offer Amount,
the Notes of the tendering Holders and the other PARI PASSU Indebtedness of the
tendering holders thereof will be purchased on a pro RATA basis (based on
amounts so tendered). A Net Available Cash Offer shall remain open for a period
of 20 Business Days or such longer period as may be required by law.

                  (c) Notwithstanding CLAUSES (a) and (b) above, the Parent, the
Company and the Parent's Restricted Subsidiaries will be permitted to enter into
and consummate an Asset Swap without complying with such CLAUSES (a) and (b) to
the extent that:

                  (1) at the time of entering into such Asset Swap and
         immediately after giving effect to such Asset Swap, no Default or Event
         of Default shall have occurred or be continuing or would occur as a
         consequence thereof;

                  (2) the consideration received by the Parent, the Company or
         such Restricted Subsidiary in such Asset Swap is at least equal to the
         fair market value of the assets disposed of by the Parent, the Company
         or such Restricted Subsidiary in such Asset Swap;

                  (3) a majority of the members of the Board of Directors of the
         Parent shall have, prior to the consummation of the Asset Swap,
         determined in good faith that the criteria set forth in SUBCLAUSE (2)
         above is satisfied and shall have approved the terms of such Asset Swap
         as evidenced by a resolution of the Board of Directors of the Parent
         delivered to the Trustee; and

                  (4) if such Asset Swap (or series of related Asset Swaps which
         are similar or part of a common plan) involves assets with a value in
         excess of $5.0 million, the Board of Directors of the Parent shall also
         have, prior to the consummation thereof, received, and delivered to the
         Trustee, a written opinion from an Independent Qualified Party to the
         effect that the criteria set forth in SUBCLAUSE (2) above is satisfied.

                  (d) The Company will 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 Notes pursuant to this
SECTION 4.16. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this SECTION 4.16, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this SECTION 4.16 by virtue of its
compliance with such securities laws or regulations.

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<PAGE>

                  SECTION 4.17. PAYMENTS FOR CONSENT.

                  The Parent and the Company will not, and will not permit any
of the Parent's Restricted Subsidiaries to, directly or indirectly, pay or cause
to be paid any consideration to or for the benefit of 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 Notes unless such consideration is offered to be paid
and is paid to all Holders that consent, waiver, or agree to amend in the time
frame set forth in the solicitation documents relating to such consent, waiver
or amendment.

                  SECTION 4.18. LIMITATION ON LIENS.

                  The Parent and the Company will not, and will not permit any
of the Parent's Restricted Subsidiaries to, directly or indirectly, create,
Incur, assume or permit or suffer to exist any Liens (other than Permitted
Liens) of any kind against or upon any property or assets of the Parent, the
Company or any of the Parent's Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom;
PROVIDED, that, the Parent, the Company and any of the Parent's Restricted
Subsidiaries may create any Lien upon any of their properties or assets
(including, but not limited to, any Capital Stock of its Subsidiaries) if:

                  (1) in the case of Liens securing Subordinated Indebtedness,
         the Notes are secured by a Lien on such property, assets or proceeds
         that is senior in priority to such Liens until such time as such
         Subordinated Indebtedness is no longer secured by a Lien; and

                  (2) in all other cases, the Notes are equally and ratably
         secured by a Lien on such property, assets or proceeds until such time
         as such property, assets or proceeds is no longer secured by a Lien.

                  SECTION 4.19. LIMITATION ON LINE OF BUSINESS.

                  The Parent and the Company will not, and will not permit any
of the Parent's Restricted Subsidiaries to, directly or indirectly, engage in
any business other than a Related Business.

                  SECTION 4.20. LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL
STOCK OF RESTRICTED SUBSIDIARIES.

                  The Parent and the Company:

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

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

         unless, immediately after giving effect to such issuance, sale or other
         disposition, such Restricted Subsidiary would no longer constitute a
         Restricted Subsidiary of the Parent and any Investment in such Person
         remaining after giving effect thereto is treated as a new Investment by
         the Parent and such Investment would be permitted to be made under
         SECTION 4.10 if made on the date of such issuance, sale or other
         disposition.

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<PAGE>

                  SECTION 4.21. LIMITATION ON SALE/LEASEBACK TRANSACTIONS.

                  The Parent and the Company will not, and will not permit any
of the Parent's Restricted Subsidiaries to, enter into any Sale/Leaseback
Transaction; PROVIDED, that the Parent, the Company or the Parent's Restricted
Subsidiaries may enter into a Sale/Leaseback Transaction if:

                  (1) either (A) the Parent, the Company or such Restricted
         Subsidiary could have (a) incurred Indebtedness in an amount equal to
         the Attributable Indebtedness (or Capital Lease Obligation, as
         applicable) relating to such Sale/Leaseback Transaction pursuant to
         CLAUSE (a) of SECTION 4.12 and (b) incurred a Lien to secure such
         Indebtedness without equally and ratably securing the Notes pursuant to
         SECTION 4.18, or (B) the Attributable Debt (or Capital Lease
         Obligation, as applicable) relating to such Sale/Leaseback Transaction,
         when added to the aggregate amount of Attributable Debt (and Capital
         Lease Obligations, as applicable) Incurred by the Parent, the Company
         and the Parent 's Restricted Subsidiaries with respect to all
         Sale/Leaseback Transactions previously entered into by the Parent, the
         Company and or the Parent's Restricted Subsidiaries pursuant to this
         SUBCLAUSE (1)(B) during the fiscal year of the Company in which such
         Sale/Leaseback Transaction is entered into does not exceed $500,000;
                  (2) the gross cash proceeds of such Sale/Leaseback Transaction
         are at least equal to the Fair Market Value of the property that is the
         subject of such Sale/Leaseback Transaction; and

                  (3) the transfer of assets in such Sale/Leaseback Transaction
         is permitted by, and the Parent, the Company or such Restricted
         Subsidiary applies the proceeds of such transaction in compliance with,
         SECTION 4.16.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

                  SECTION 5.01. MERGER, CONSOLIDATION AND SALE OF ASSETS.

                  (a) The Company will not consolidate with or merge with or
into, or sell, assign, convey, transfer or lease or otherwise dispose of (or
cause or permit any of its Restricted Subsidiaries to sell, assign, convey,
transfer or lease or otherwise dispose of), in one transaction or a series of
transactions, directly or indirectly, all or substantially all of the Company's
assets (determined on a consolidated basis for the Company and the Company's
Restricted Subsidiaries) 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 thereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of, and premium, if any, and
         interest on all of the Notes and the performance of every covenant of
         the Notes, this Indenture and the Registration Rights Agreement on the
         part of the Company to be performed or observed;

                  (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 thereof as a result of such
         transaction as having been Incurred by such Successor Company or such
         Subsidiary at the time of such transaction), no Default or Event of
         Default shall have occurred and be continuing;

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<PAGE>

                  (3) immediately after giving PRO FORMA effect to such
         transaction, (y) the Successor Company would be able to Incur an
         additional $1.00 of Indebtedness pursuant to CLAUSE (a) of SECTION
         4.12, and (z) the Successor Company shall have a Consolidated Net Worth
         equal to or greater than the Consolidated Net Worth of the Company
         immediately prior to such transaction;

                  (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; and

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

                  Notwithstanding the foregoing, SUBCLAUSE (3) above will not be
         applicable to a Restricted Subsidiary of the Company consolidating
         with, merging into or transferring all or part of its properties and
         assets to the Company or a Wholly Owned Restricted Subsidiary.

                  (b) The Parent will not consolidate with or merge with or
into, or sell, assign, convey, transfer or lease or otherwise dispose of (or
cause or permit any of its Restricted Subsidiaries to sell, assign, convey,
transfer or lease or otherwise dispose of), in one transaction or a series of
transactions, directly or indirectly, all or substantially all of the Parent's
assets (determined on a consolidated basis for the Parent and the Parent's
Restricted Subsidiaries) to, any Person, unless:

                  (1) the resulting, surviving or transferee Person (the
         "SURVIVING 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 Surviving Company shall expressly assume, by a
         Guaranty Agreement (in form and substance satisfactory to the Trustee),
         executed and delivered to the Trustee, all the obligations of the
         Parent under this Indenture;

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

                  (3) immediately after giving PRO FORMA effect to such
         transaction, (y) the Surviving Company would be able to Incur an
         additional $1.00 of Indebtedness pursuant to CLAUSE (A) of SECTION
         4.12, and (z) the Surviving Company shall have a Consolidated Net Worth
         equal to or greater than the Consolidated Net Worth of the Parent
         immediately prior to such transaction;

                  (4) the Parent shall have delivered 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; and

                  (5) the Parent shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders will not recognize income,
         gain or loss for Federal income tax purposes as a result of such
         transaction and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such transaction had not occurred.

                                      -64-


<PAGE>

                  Notwithstanding the foregoing, SUBCLAUSE (3) above will not be
         applicable to a Restricted Subsidiary of the Parent consolidating with,
         merging into or transferring all or part of its properties and assets
         to the Parent or a Wholly Owned Restricted Subsidiary.

                  (c) The Parent will not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or sell, assign, convey, transfer or
lease or otherwise dispose of, in one transaction or a series of transactions,
all or substantially all of its assets, or issue or sell all of its Capital
Stock, to any Person unless:

                  (1) the resulting, surviving or transferee Person (if not such
         Subsidiary Guarantor)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 Guarantor, if any, under its Guarantee;
         PROVIDED, HOWEVER, that the restriction set forth in this SUBCLAUSE (1)
         shall not be applicable with respect to (a) any disposition of a
         Subsidiary Guarantor in its entirety, whether through a merger,
         consolidation or sale of Capital Stock or assets, to the Parent, the
         Company or any Wholly Owned Restricted Subsidiary or (b) any
         disposition of a Subsidiary Guarantor in its entirety, whether through
         a merger, consolidation or sale of Capital Stock or assets, to any
         other Person if in connection therewith the Parent provides an
         Officers' Certificate to the Trustee to the effect that the Parent and
         the Company will comply with their respective obligations under SECTION
         4.16 in respect of such disposition;

                  (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 or Event of Default shall
         have occurred and be continuing; and

                  (3) the Parent 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.

                  (d) For purposes of this SECTION 5.01, the transfer or other
disposition (by lease, assignment, sale or otherwise, in a single transaction or
series of transactions) of all or substantially all of the properties or assets
of one or more Restricted Subsidiaries of any Person the Capital Stock of which
constitutes, directly or indirectly, all or substantially all of the properties
and assets of such Person, shall be deemed to be the transfer of all or
substantially all of the properties and assets of such Person.

                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

                  SECTION 6.01. EVENTS OF DEFAULT.

                  Each of the following is an "EVENT OF DEFAULT":

                  (1) a default in the payment of premium, if any, interest
         (including Additional Interest, if any) or any other amount (other than
         principal of the Notes) on the Notes when the same becomes due, and
         such default continues for 30 days;

                                      -65-


<PAGE>

                  (2) a default in the payment of principal of any Note when due
         at its maturity, upon redemption or otherwise (including the failure to
         make a payment to purchase Notes tendered pursuant to a Change of
         Control Offer or a Net Available Cash Offer);

                  (3) the failure by the Parent or the Company to comply with
         their respective obligations under SECTION 5.01;

                  (4) the failure by the Parent, the Company or any of the
         Parent's Restricted Subsidiaries to comply for 30 days after notice
         with any of their respective obligations under any covenant or
         agreement contained in this Indenture (other the failure to pay
         principal, premium, if any, interest (including Additional Interest, if
         any) or any other amount on any Note or SECTION 5.01);

                  (5) the failure to pay at final maturity (giving effect to any
         applicable grace periods and any extensions thereof) the principal
         amount of any Indebtedness of the Parent, the Company or any of the
         Parent's Restricted Subsidiaries, or the acceleration of the final
         stated maturity of any such Indebtedness, if the aggregate principal
         amount of such Indebtedness, together with the principal amount of any
         other such Indebtedness in default for failure to pay principal at
         final maturity or which has been accelerated, aggregates $5.0 million
         or more at any time;

                  (6) the Parent, the Company or any Significant Subsidiary of
         either the Parent or the Company (A) commences a voluntary case or
         proceeding under any Bankruptcy Code with respect to itself, (B)
         consents to the entry of an order for relief against it in an
         involuntary case under any Bankruptcy Code, (C) consents to the
         appointment of a Custodian of it or for substantially all of its
         property, (D) makes a general assignment for the benefit of its
         creditors; or (E) takes any corporate action to authorize or effect any
         of the foregoing;

                  (7) a court of competent jurisdiction enters an order or
         decree that (A) is an order for relief in respect of the Parent, the
         Company or any Significant Subsidiary of either the Parent or the
         Company in an involuntary case under any Bankruptcy Code, (B) appoints
         a Custodian of the Parent, the Company or any Significant Subsidiary of
         either the Parent or the Company or for substantially all of its
         property or (C) orders the winding-up or liquidation of its affairs;
         and such order or decree shall remain unstayed and in effect for a
         period of sixty (60) consecutive days;

                  (8) any judgment or decree for the payment of money in excess
         of $5.0 million is entered against the Parent, the Company or any of
         the Parent's Restricted Subsidiaries, remains outstanding for a period
         of 60 consecutive days following such judgment and is not discharged,
         waived or stayed within such 60-day period;

                  (9) (A) the Parent Guarantee or the Subsidiary Guarantee of
         any Subsidiary Guarantor which is a Significant Subsidiary of the
         Parent either (i) ceases to be in full force and effect, (ii) is
         declared to be null and void and unenforceable or (iii) is found to be
         invalid or (B) the Parent or any such Subsidiary Guarantor denies or
         disaffirms its liability under the Parent Guarantee or such Subsidiary
         Guarantor's Subsidiary Guarantee, as applicable (other than by reason
         of release of the Parent or such Subsidiary Guarantor in accordance
         with the terms of this Indenture); or

                  (10) either (A) the Company shall have failed on the Issue
         Date to (i) deposit with the paying agent under the Existing 12.75%
         Senior Subordinated Notes Indenture an amount sufficient to redeem all
         of the outstanding Existing 12.75% Senior Subordinated Notes in
         accordance with Section 3.05 of the Existing 12.75% Senior Subordinated
         Notes Indenture, or (ii) deliver a notice of redemption to the trustee

                                      -66-


<PAGE>

         under the Existing 12.75% Senior Subordinated Notes Indenture in
         accordance with Section 3.03 of the Existing 12.75% Senior Subordinated
         Notes Indenture, or (B) the Company shall have failed to redeem and
         retire all of the outstanding Existing 12.75% Senior Subordinated Notes
         in accordance with the Existing 12.75% Senior Subordinated Notes
         Indenture on or prior to the date that is 45 days following the Issue
         Date.

                  However, a default under CLAUSE (4) above will not constitute
         an Event of Default until the Trustee or the holders of 25% in
         principal amount of the outstanding Notes notify the Company of the
         default and the Company does not cure such default within the time
         specified after receipt of such notice.

                  SECTION 6.02. ACCELERATION.

                  (a) If an Event of Default (other than an Event of Default
specified in SECTION 6.01(6) or (7) above with respect to the Company) shall
occur and be continuing and has not been waived, the Trustee or the Holders of
at least 25% in principal amount of outstanding Notes may declare the principal
of, premium, if any, accrued and unpaid interest and Additional Interest, if
any, on all the Notes to be due and payable by notice in writing to the Company
and the Trustee specifying the respective Event of Default and that it is a
"notice of acceleration" (the "ACCELERATION NOTICE"), and the same shall become
immediately due and payable.

                  (b) If an Event of Default specified in SECTION 6.01(6) or (7)
above with respect to the Company occurs and is continuing, then all unpaid
principal of, premium, if any, and accrued and unpaid interest and Additional
Interest, if any, on all of the outstanding Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

                  (c) At any time after a declaration of acceleration with
respect to the Notes as described in SECTION 6.02(a) or (b), the Holders of a
majority in principal amount of the Notes may rescind and cancel such
declaration and its consequences:

                  (1) if the rescission would not conflict with any judgment or
         decree;

                  (2) if all existing Events of Default have been cured or
         waived except nonpayment of principal, premium, if any, interest or
         Additional Interest, if any, that has become due solely because of the
         acceleration;

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

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

                  (5) in the event of the cure or waiver of an Event of Default
         of the type specified in SECTION 6.01(6) or (7) above, the Trustee
         shall have received an Officers' Certificate from the Parent and the
         Company and an Opinion of Counsel that such Event of Default has been
         cured or waived.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

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<PAGE>

                  SECTION 6.03. OTHER REMEDIES.

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

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

                  SECTION 6.04. WAIVER OF PAST DEFAULTS.

                  Subject to SECTIONS 2.09, 6.07 and 9.02, the Holders of a
majority in principal amount of the Notes may waive any existing Default or
Event of Default and its consequences, except (other than as provided in SECTION
6.02(c)) a default in the payment of the principal of or premium, if any,
interest or Additional Interest, if any, on any Notes. When a Default or Event
of Default is waived, it is cured and ceases to exist.

                  SECTION 6.05. CONTROL BY MAJORITY.

                  Subject to SECTION 2.09, the Holders of a majority in
principal amount of the outstanding Notes may direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee, including, without
limitation, any remedies provided for in SECTION 6.03. Subject to SECTION 7.01,
however, the Trustee may refuse to follow any direction (which direction, if
sent to the Trustee, shall be in writing) that the Trustee reasonably believes
conflicts with any applicable law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of another Holder, or that may subject
the Trustee to personal liability; PROVIDED, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction (which direction, if sent to the Trustee, shall be in writing).

                  SECTION 6.06. LIMITATION ON SUITS.

                  Except to enforce the right to receive payment of principal,
premium (if any) or interest (including Additional Interest, if any) when due, a
Holder may not pursue any remedy with respect to this Indenture or the Notes
unless:

                  (1) such Holder has previously given the Trustee notice that
         an Event of Default is continuing;

                  (2) subject to SECTION 2.09, Holders of at least 25% in
         principal amount of the outstanding Notes make a written request to the
         Trustee to institute proceedings in respect of that Event of Default;

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

                  (4) the Trustee has not complied with such request within
         sixty (60) days after receipt of the request and the offer of security
         or indemnity; and

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<PAGE>

                  (5) during such sixty (60) day period, the Holders of a
         majority in principal amount of the outstanding Notes do not give the
         Trustee a written direction which, in the opinion of the Trustee, is
         inconsistent with the request.

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

                  SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of, premium, if any, and
interest on a Note, on or after the respective due dates expressed in such Note,
or to bring suit for the enforcement of any such payment on or after such
respective dates, 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 or any other obligor on the
Notes for the whole amount of principal of, premium, if any, and accrued
interest (including Additional Interest, if any) remaining unpaid on, the Notes,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest at the
rate set forth in SECTION 4.01 and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee and its agents
and counsel and any other amounts due the Trustee under SECTION 7.07 hereof.

                  SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders allowed in any judicial proceedings relating to the Company or any
other obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, taxes, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under SECTION 7.07.
The Company's payment obligations under this SECTION 6.09 shall be secured in
accordance with the provisions of SECTION 7.07. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                  SECTION 6.10. PRIORITIES.

                  If the Trustee collects any money or property pursuant to this
ARTICLE SIX, it shall pay out the money in the following order:

                  First: to the Trustee for amounts due under SECTION 7.07;

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<PAGE>

                  Second: if the Holders are forced to proceed against the
Company directly without the Trustee, to Holders for their collection costs;

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

                  Fourth: to the Company or any other obligor on the Notes, as
their interests may appear, or as a court of competent jurisdiction may direct.

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

                  SECTION 6.11. UNDERTAKING FOR COSTS.

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

                  SECTION 6.12. RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder has instituted any proceedings to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding has been instituted.

                                 ARTICLE SEVEN

                                     TRUSTEE

                  SECTION 7.01. DUTIES OF TRUSTEE.

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

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

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

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<PAGE>

                  (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; provided, HOWEVER, in case of any such certificates or
         opinions furnished to the Trustee which by the provisions hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture (but need not confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein).

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

                  (1) this CLAUSE (c) does not limit the effect of CLAUSE (b) of
         this SECTION 7.01;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer of the Trustee, 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) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers under this Indenture if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

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

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

                  SECTION 7.02. RIGHTS OF TRUSTEE.

                  Subject to SECTION 7.01:

                  (a) The Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
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) Whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, conclusively rely upon an Officer's Certificate.

                                      -71-


<PAGE>

                  (c) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.

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

                  (e) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to the Company, to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

                  (f) The Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.

                  (g) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company and any resolution of the Board of Directors
shall be sufficient if evidenced by a Board Resolution.

                  (h) The Trustee shall not be deemed to have notice or be
charged with knowledge of any Default or Event of Default unless a Responsible
Officer of the Trustee shall have actual knowledge thereof or the Trustee shall
have received from the Company, the Parent or any Subsidiary Guarantor or any
other obligor upon the Notes or from any Holder written notice thereof at its
address set forth in SECTION 11.02 hereof, and such notice references the Notes
and this Indenture.

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

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

                  (k) The permissive right of the Trustee to take any action
under this Indenture shall not be construed as a duty to so act.

                  (l) The Trustee may consult with counsel of its selection and
the advice of such counsel as evidenced by a Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by the Trustee hereunder in good faith and in reliance
thereon.

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

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<PAGE>

                  SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Parent, Company,
any Subsidiary of the Parent or their respective Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, in the event that the Trustee acquires any conflicting interest
(as defined in the TIA) it must either eliminate such conflict, apply to the
Commission for permission to continue as trustee or resign. The Trustee must
comply with SECTIONS 7.10 and 7.11, and the Trustee is subject to TIA Sections
310(b) and 311.

                  SECTION 7.04. TRUSTEE'S DISCLAIMER.

                  The Trustee makes no representation as to the validity,
adequacy or sufficiency of this Indenture or the Notes, and it shall not be
accountable for the Company's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Company in this Indenture, the
Notes, or any other documents in connection with the issuance of the Notes other
than the Trustee's certificate of authentication.

                  SECTION 7.05. NOTICE OF DEFAULT.

                  If a Default or an Event of Default occurs and is continuing
and if a Responsible Officer of the Trustee has actual knowledge or has received
written notice from the Parent, the Company or any Holder, the Trustee shall
mail to each Holder, with a copy to the Company, notice of the Default or Event
of Default within ninety (90) days thereof. Except in the case of a Default or
an Event of Default in payment of principal of, premium, if any, or interest on,
any Note, including an accelerated payment and the failure to make payment on
the Change of Control Payment Date pursuant to a Change of Control Offer and,
except in the case of a failure to comply with ARTICLE FIVE, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is not opposed to the interest
of the Holders.

                  SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS.

                  Within sixty (60) days after each September 15, beginning with
September 15, 2004, and for so long as any Notes are outstanding, the Trustee
shall, to the extent that any of the events described in TIA Section 313(a)
occurred within the previous twelve months, but not otherwise, mail to each
Holder a brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Sections 313(b) and (c).

                  A copy of each report at the time of its mailing to Holders
shall be mailed to the Company and filed by the Company with the Commission and
each stock exchange or market, if any, on which the Notes are listed or quoted.

                  The Company shall promptly notify the Trustee if the Notes
become listed or quoted on any stock exchange or market and the Trustee shall
comply with TIA Section 313(d).

                                      -73-


<PAGE>

                  SECTION 7.07. COMPENSATION AND INDEMNITY.

                  The Company agrees: (i) to pay to the Trustee from time to
time such compensation as the Company and the Trustee shall from time to time
agree in writing for all services rendered by the Trustee hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); and (ii) except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provisions of this Indenture (including the compensation
and expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith.

                  The Company, the Parent and the Subsidiary Guarantors, jointly
and severally, agree to indemnify each of the Trustee or any predecessor Trustee
and their agents for, and to hold each of them harmless against, any and all
loss, damage, claim, liability or expense, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee), arising out
of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, or in connection with enforcing this SECTION 7.07, except to
the extent that such loss, damage, claim, liability or expense is due to its own
negligence or bad faith.

                  The Trustee shall have a lien prior to the Notes as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this SECTION 7.07, except with respect to funds
held in trust for the benefit of the Holders of particular Notes.

                  When an the Trustee incurs expenses or renders services after
an Event of Default specified in SECTION 6.01(6) or 6.01(7) occurs, such
expenses (including the reasonable fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Code.

                  The obligations of the Company, the Parent and the Subsidiary
Guarantors under this SECTION 7.07 shall survive the satisfaction and discharge
of this Indenture or the resignation or removal of the Trustee.

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

                  SECTION 7.08. REPLACEMENT OF TRUSTEE.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in aggregate principal amount of the outstanding Notes may
remove the Trustee by so notifying the Company and the Trustee in writing and
may appoint a successor Trustee. The Company, by a Board Resolution, may remove
the Trustee if:

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

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

                  (3) a Custodian, receiver or other public officer takes charge
         of the Trustee or its property; or (4) the Trustee becomes incapable of
         acting with respect to the Notes.

                                      -74-


<PAGE>

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and thereupon the
resignation or removal of the retiring or removed Trustee shall become effective
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, trusts, duties and obligations of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such Trustee so ceasing to act hereunder
subject nevertheless to its lien, if any, provided for in SECTION 7.07. Upon
request of the Company or the successor Trustee, such retiring or removed
Trustee shall at the expense of the Company and upon payment of the charges of
the Trustee then unpaid, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

                  If a successor Trustee does not take office within thirty (30)
days after the retiring or removed Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of at least 10% in principal amount of the
outstanding Notes may petition any court of competent jurisdiction, at the
expense of the Company, for the appointment of a successor Trustee.

                  If the Trustee fails to comply with SECTION 7.10, any Holder
who satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

                  The Company shall give notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all
Holders in writing. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.

                  Notwithstanding any resignation or replacement of the Trustee
pursuant to this SECTION 7.08, the Company's, the Parent's and the Subsidiary
Guarantors' obligations under SECTION 7.07 shall continue for the benefit of the
outgoing Trustee.

                  SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
Person, the resulting, surviving or transferee Person without any further act
shall, if such resulting, surviving or transferee Person is otherwise eligible
hereunder, be the successor Trustee; PROVIDED, HOWEVER, that such Person shall
be otherwise qualified and eligible under this ARTICLE SEVEN.

                  In case any Notes have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes.

                                      -75-


<PAGE>

                  SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2), (3) and (5). The Trustee (or, in
the case of a corporation included in a bank holding company system, the related
bank holding company) shall at all times be organized and doing business under
the laws of the United States of America or of and state thereof and be
authorized under such laws to exercise corporate trustee power, and shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. In addition, if the Trustee is a
corporation included in a bank holding company system, the Trustee,
independently of such bank holding company, shall meet the capital requirements
of TIA Section 310(a)(2). 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. The provisions of TIA Section 310 shall apply to the Company,
as obligor of the Notes.

                  SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.

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

                                 ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 8.01. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

                  (a) The Company may, at its option and at any time, elect to
have either CLAUSE (b) or (c) below be applied to the outstanding Notes upon
compliance with the applicable conditions set forth in CLAUSE (d).

                  (b) Upon the Company's exercise under CLAUSE (a) of the option
applicable to this CLAUSE (B), the Company, the Parent and the Subsidiary
Guarantors shall be deemed to have been released and discharged from their
obligations with respect to the outstanding Notes on the date the applicable
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, such Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of the Sections and matters under this Indenture referred to in
SUBCLAUSES (i) and (ii) below, and the Company, the Parent and the Subsidiary
Guarantors shall be deemed to have satisfied all their other obligations under
this Indenture, except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in CLAUSE (d) below and as
more fully set forth in such paragraph payments in respect of the principal of,
and premium, if any, interest and Additional Interest, if any, on such Notes
when such payments are due, (ii) obligations listed in SECTION 8.03, subject to
compliance with this SECTION 8.01 and (iii) the rights, powers, trusts, duties
and immunities of the Trustee and the Company's, the Parent's and the Subsidiary
Guarantors' obligations in connection therewith. The Company may exercise its
option under this CLAUSE (b) notwithstanding the prior exercise of its option
under CLAUSE (c) below with respect to the Notes.

                                      -76-


<PAGE>

                  (c) Upon the Company's exercise under CLAUSE (a) of the option
applicable to this CLAUSE (c), the Parent, the Company and the Parent's
Restricted Subsidiaries shall be released and discharged from their obligations
under any covenant contained in ARTICLE FIVE, SECTION 4.03 (except with respect
to the corporate existence of the Company), SECTIONS 4.04 through 4.08, and
SECTIONS 4.10 through 4.21 with respect to the outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed to be not "outstanding"
for the purpose of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, such Covenant Defeasance means that,
with respect to the outstanding Notes, the Parent, the Company and the Parent's
Restricted Subsidiaries may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under SECTION 6.01(3) or
6.01(4), but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Company's exercise
under CLAUSE (a) above of the option applicable to this CLAUSE (c), subject to
the satisfaction of the conditions set forth in CLAUSE (d) below, SECTIONS
6.01(3), 6.01(4), 6.01(5), 6.01(8), 6.01(9) and 6.01(10) shall not constitute
Events of Default.

                  (d) The following shall be the conditions to application of
either CLAUSE (B) or (C) above to the outstanding Notes:

                  (1) The Company shall have irrevocably deposited in trust with
         the Trustee, solely for the benefit of the Holders, U.S. Legal Tender
         or non-callable U.S. Government Obligations or a combination thereof,
         in such amounts and at such times as are sufficient, in the opinion of
         a nationally-recognized firm of independent public accountants selected
         by the Company, to pay the principal of, and premium, if any, interest
         and Additional Interest, if any, on the outstanding Notes on the stated
         dates for payment or redemption, as the case may be; PROVIDED, HOWEVER,
         that the Trustee (or other qualifying trustee) shall have received an
         irrevocable written order from the Company instructing the Trustee (or
         other qualifying trustee) to apply such U.S. Legal Tender or the
         proceeds of such U.S. Government Obligations to said payments;

                  (2) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the Incurrence of Indebtedness, all or a
         portion of which is used to fund the deposit referenced in SUBCLAUSE
         (1) of this CLAUSE (D) concurrently with such Incurrence) and no
         Default or Event of Default of the type described in SECTION 6.01(6) or
         6.01(7) shall occur at any time in the period ending on the 91st day
         after the date of deposit referenced in SUBCLAUSE (1) of this CLAUSE
         (d);

                  (3) Such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default hereunder
         (other than a Default or Event of Default resulting from the Incurrence
         of Indebtedness, all or a portion of which is used to fund the deposit
         referenced in SUBCLAUSE (1) of this CLAUSE (D) concurrently with such
         Incurrence) or any other material agreement or instrument to which the
         Parent, the Company or any of the Parent's Restricted Subsidiaries is a
         party or by which the Parent, the Company or any of the Parent's
         Restricted Subsidiaries is bound;

                                      -77-


<PAGE>

                  (4) (i) In the event the Company elects CLAUSE (b) above, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         (A) the Company have received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the Issue Date, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and based thereon such Opinion of Counsel
         shall confirm that, the Holders will not recognize income, gain or loss
         for federal income tax purposes as a result of such Legal Defeasance
         and will be subject to federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         Legal Defeasance had not occurred or (ii) in the event the Company
         elects CLAUSE (c) above, the Company shall have delivered to the
         Trustee an Opinion of Counsel in the United States reasonably
         acceptable to the Trustee confirming that the Holders 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;

                  (5) The Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit under SUBCLAUSE (1) of
         this CLAUSE (d) was not made by the Company with the intent of
         preferring the Holders over any other creditors of the Company or with
         the intent of defeating, hindering, delaying or defrauding any other
         creditors of the Company or others;

                  (6) The Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, assuming no intervening bankruptcy of
         the Company between the date of deposit and the 91st day following the
         date of deposit and that no Holder is an insider of the Company, after
         the 91st day following the date of deposit, the trust funds will not be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally;
         and

                  (7) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent specified herein relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by SECTION
8.01(D)(4)(I) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (x) have
become due and payable or (y) shall become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

                  In the event all or any portion of the Notes are to be
redeemed through such irrevocable trust, the Company must make arrangements
reasonably satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  SECTION 8.02. SATISFACTION AND DISCHARGE.

                  In addition to the Company's rights under SECTION 8.01, the
Company may terminate all of the Parent's, the Company's and the Parent's
Restricted Subsidiaries' obligations under this Indenture (subject to SECTION
8.03), and this Indenture and the Notes shall be discharged and shall cease to
be in effect when:

                  (1) either:

                           (a) all Notes that have been authenticated (except
                  lost, stolen or destroyed Notes that have been replaced or
                  paid as provided in SECTION 2.07 and Notes for whose payment
                  money has theretofore been deposited in trust and thereafter
                  repaid to the Company) have been delivered to the Trustee for
                  cancellation; or

                                      -78-


<PAGE>

                           (b) all Notes that have not been delivered to the
                  Trustee for cancellation have become due and payable by reason
                  of the making of a notice of redemption or otherwise or will
                  become due and payable within one year under arrangements
                  reasonably satisfactory to the Trustee and the Company, the
                  Parent or any Subsidiary Guarantor has irrevocably deposited
                  or caused to be deposited with the Trustee as trust funds in
                  trust solely for the benefit of the Holders, cash in U.S.
                  dollars in such amounts as will be sufficient without
                  consideration of any reinvestment of interest, to pay and
                  discharge the entire indebtedness on the Notes not delivered
                  to the Trustee for cancellation for principal, premium and
                  Additional Interest, if any, and accrued interest to the date
                  of maturity or redemption;

                  (2) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or shall occur as a result of
         such deposit and such deposit will not result in a breach or violation
         of, or constitute a default under, any other instrument to which the
         Company, the Parent or any Subsidiary Guarantor is a party or by which
         the Company, the Parent or any Subsidiary Guarantor is bound;

                  (3) the Company, the Parent and each Subsidiary Guarantor has
         paid or caused to be paid all other sums payable by it under this
         Indenture;

                  (4) the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or the redemption date, as the case
         may be; and

                  (5) the Company shall have delivered an Officers' Certificate
         and an Opinion of Counsel to the Trustee confirming the satisfaction of
         all conditions set forth in CLAUSES (1), (2), (3) and (4) above.

                  SECTION 8.03. SURVIVAL OF CERTAIN OBLIGATIONS.

                  Notwithstanding the satisfaction and discharge of this
Indenture and of the Notes referred to in SECTION 8.01 or 8.02, the obligations
of the Company under SECTIONS 2.03, 2.04, 2.06, 2.07, 2.08, 2.10, 4.02, 4.07,
8.05, 8.06 and 8.07 and, solely with respect to SECTION 7.07, the obligations of
the Company, the Parent and the Subsidiary Guarantors thereunder, shall survive
until the Notes are no longer outstanding, and thereafter only the obligations
of the Company under SECTIONS 8.05, 8.06 and 8.07 and, solely with respect to
SECTION 7.07, the obligations of the Company, the Parent and the Subsidiary
Guarantors thereunder, shall survive.

                  SECTION 8.04. ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

                  Subject to SECTION 8.07, after (i) the conditions of SECTION
8.01 or 8.02 have been satisfied, and (ii) the Company has paid or caused to be
paid all other sums payable hereunder by the Company, the Trustee upon written
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified in SECTION
8.03.

                                      -79-


<PAGE>

                  SECTION 8.05. APPLICATION OF TRUST MONEYS.

                  The Trustee shall hold any U.S. Legal Tender or U.S.
Government Obligations (including the proceeds thereof) deposited with it in the
irrevocable trust established pursuant to SECTION 8.01. The Trustee shall apply
the deposited U.S. Legal Tender or the U.S. Government Obligations, together
with earnings thereon, through the Paying Agent, in accordance with this
Indenture, to the payment of principal of, premium, if any, and interest and
Additional Interest, if any, on the Notes. The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assed against the
U.S. Legal Tender or U.S. Government Obligations (including the proceeds
thereof) held by the Trustee as provided in SECTION 8.01(d) or the principal and
interest received in respect thereof, other than any such tax, fee or other
charge which by law is for the account of the Holders. Anything in this ARTICLE
EIGHT to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the Company's request any U.S. Legal Tender or
U.S. Government Obligations held by it as provided in SECTION 8.01(d) which, in
the opinion of a nationally-recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

                  SECTION 8.06. REPAYMENT TO THE COMPANY; UNCLAIMED MONEY.

                  Subject to SECTIONS 7.07, 8.01 and 8.02, the Trustee and the
Paying Agent shall pay to the Company, upon written request from the Company any
money deposited with the Trustee or Paying Agent in trust for the payment of
principal, premium, if any, or interest or Additional Interest, if any, on the
Notes that remains unclaimed for two years after payment to the Holders is
required; PROVIDED, HOWEVER, that the Trustee and the Paying Agent before being
required to make any payment may, but need not, at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed and that after a date specified therein, which shall be at
least thirty (30) days from the date of such publication or mailing, any
unclaimed balance of such money then remaining shall be repaid to the Company.
After payment to the Company, Holders entitled to money must look solely to the
Company for payment as general creditors unless an applicable abandoned property
law designated another Person, and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

                  SECTION 8.07. REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any U.S.
Legal Tender or U.S. Government Obligations in accordance with SECTION 8.01 or
8.02 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 obligations of the Company, the Parent and the
Subsidiary Guarantors under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to SECTION 8.01 or 8.02
until such time as the Trustee or Paying Agent is permitted to apply all such
U.S. Legal Tender or U.S. Government Obligations in accordance with SECTION 8.01
or 8.02; PROVIDED, HOWEVER, that if the Company has made any payment of premium,
if any, or interest or Additional Interest, if any, on or principal of any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                      -80-


<PAGE>

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

                  From time to time, the Company, the Parent, the Subsidiary
Guarantors and the Trustee, without the consent of the Holders, may amend,
modify, waive or supplement provisions of this Indenture, the Notes and the
Registration Rights Agreement:

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

                  (2) to provide for the assumption by a successor corporation
         of the Company's, the Parent's or a Subsidiary Guarantor's obligations
         under this Indenture and the Notes to the extent permitted under this
         Indenture;

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

                  (4) to add Subsidiary Guarantees with respect to the Notes or
         to secure the Notes;

                  (5) to add to the covenants of the Parent, the Company or the
         Restricted Subsidiaries of the Parent for the benefit of the Holders of
         the Notes or to surrender any right or power conferred upon the Parent,
         the Company or a Restricted Subsidiary of the Parent; or

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

                  so long as, in each case, such amendment does not adversely
affect the rights of any Holder of the Notes, as evidenced by an Opinion of
Counsel.

                  SECTION 9.02. WITH CONSENT OF HOLDERS.

                  Subject to SECTIONS 6.04 and 6.07, the Company, the Parent,
the Subsidiary Guarantors and the Trustee together, with the written consent of
the Holder or Holders of at least a majority in aggregate principal amount of
the outstanding Notes (subject to SECTION 2.09), may amend or supplement this
Indenture, the Notes and any other agreements and instruments entered into by
any of them in connection therewith without prior notice to any other Holders.
Subject to SECTIONS 6.04, 6.07 and 2.09, the Holder or Holders of a majority in
aggregate principal amount of the outstanding Notes may waive compliance by the
Company with any provision of this Indenture or the Notes and any other
agreements and instruments entered into by any of them in connection therewith
without prior notice to any other Holder. However, no amendment, supplement or
waiver, including a waiver pursuant to SECTION 6.04, shall without the consent
of each Holder of each Note affected thereby:

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

                  (2) reduce the rate of or extend the time for payment of
         interest (including Additional Interest) on any Note;

                                      -81-


<PAGE>

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

                  (4) reduce the amount payable upon the redemption of any Note
         or change the time at which any Note may be redeemed under SECTION
         3.01;

                  (5) after the obligation to purchase Notes arises hereunder,
         amend, change or modify in any material respect any obligation to make
         and consummate a Change of Control Offer in the event of a Change of
         Control or make and consummate a Net Available Cash Offer with respect
         to any Asset Disposition that has been consummated or, after such
         Change of Control has occurred or such Asset Disposition has been
         consummated, modify any of the provisions or definitions with respect
         thereto;

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

                  (7) impair the right of any Holder of the Notes to receive
         payment of principal of and interest (including Additional Interest) on
         such Holder's Notes 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 Notes;

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

                  (9) make any change in the ranking or priority of any Note if
         such change would adversely affect the Holders;

                  (10) make any change in, or release, other than in accordance
         with this Indenture, the Parent Guarantee or any Subsidiary Guarantee
         if such change or release would adversely affect the Holders; or

                  (11) make any change to SECTION 9.01 or this SECTION 9.02.

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

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

                  SECTION 9.03. COMPLIANCE WITH TIA.

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

                  SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
written notice to the Trustee and the Company received before the date on which

                                      -82-


<PAGE>

the Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver. An amendment, waiver or
supplement shall become effective upon receipt by the Trustee of written
consents from the Holders of the requisite percentage in principal amount of the
outstanding Notes or such Officers' Certificate, whichever first occurs, and the
execution thereof by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver, which record date shall be either (i) at least
thirty (30) days prior to the first solicitation of such consent or (ii) the
date of the most recent list furnished to the Trustee under SECTION 2.05. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than ninety (90) days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it makes a change described in any of CLAUSES (1)
through (10) of SECTION 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; PROVIDED, that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of, premium, if
any, and interest (and Additional Interest, if any) on a Note, on or after the
respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.

                  SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. If the
Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed
terms. Failure to make an appropriate notation, or issue a new Note, shall not
affect the validity and effect of such amendment, supplement or waiver. Any such
notation or exchange shall be made at the sole cost and expense of the Company.

                  SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this ARTICLE NINE; PROVIDED, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the rights, duties or immunities of the Trustee under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of such amendment, supplement or waiver is
authorized or permitted by this Indenture and all conditions precedent to the
execution of such amendment, supplement or waiver have been satisfied and
complied with. Such Opinion of Counsel shall not be an expense of the Trustee
and shall be paid for by the Company.

                                      -83-


<PAGE>

                                  ARTICLE TEN

                   PARENT GUARANTEE AND SUBSIDIARY GUARANTEES

                  SECTION 10.01. GUARANTEES.

                  By its execution hereof, the Parent and each Subsidiary
Guarantor acknowledges and agrees that it receives substantial benefits from the
Company and that the Parent or such Subsidiary Guarantor is providing the Parent
Guarantee or its Subsidiary Guarantee, as applicable, for good and valuable
consideration, including, without limitation, such substantial benefits and
services. The Parent and each Subsidiary Guarantor hereby fully, irrevocably and
unconditionally, jointly and severally, guarantees, to each of the Holders and
to the Trustee and their respective successors and assigns that (i) the
principal of, premium, if any and interest (including Additional Interest, if
any) on the Notes shall be promptly paid in full when due, subject to any
applicable grace period, whether at stated maturity, upon redemption pursuant to
the terms of the Notes, by acceleration or otherwise, and interest on the
overdue principal, if any, and interest on any interest, if any, to the extent
lawful, of the Notes and all other obligations of the Company to the Holders and
the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof or thereof; and (ii) in case of any
extension of time of payment or renewal of any of the Notes or of any such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, upon redemption pursuant to the terms
of the Notes, by acceleration or otherwise, subject, however, in the case of
CLAUSES (I) and (II) above, to the limitations set forth in SECTION 10.03. The
Parent Guarantee and each Subsidiary Guarantee shall rank senior in right of
payment to all subordinated Indebtedness of the Parent or the applicable
Subsidiary Guarantor, as applicable, and equal in right of payment with all
other senior obligations of the Parent or such Subsidiary Guarantor, as
applicable, including borrowings or guarantees of borrowings under the Credit
Agreement. The Parent and each Subsidiary Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any of the Holders with
respect to any provisions hereof or thereof, any release of the Parent or any
other Subsidiary Guarantor, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of the Parent or a
Subsidiary Guarantor. The Parent and each Subsidiary Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that the Parent Guarantee or Subsidiary Guarantee, as applicable,
shall not be discharged except by complete performance of the obligations
contained in the Notes, this Indenture, the Parent Guarantee and the Subsidiary
Guarantees. If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Parent or any Subsidiary Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
the Company, the Parent or any Subsidiary Guarantor, any amount paid by the
Company, the Parent or any Subsidiary Guarantor to the Trustee or such Holder,
the Parent Guarantee or the applicable Subsidiary Guarantee, as applicable, to
the extent theretofore discharged, shall be reinstated in full force and effect.
The Parent and each Subsidiary Guarantor further agrees that, as between the
Parent and each Subsidiary Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in ARTICLE SIX for the purposes of the
Parent Guarantee or Subsidiary Guarantee notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in ARTICLE SIX, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Parent and each Subsidiary
Guarantor for the purpose of the Parent Guarantee and Subsidiary Guarantees.

                                      -84-


<PAGE>

                  SECTION 10.02. RELEASE OF A GUARANTOR.

                  A Subsidiary Guarantor will be automatically and
unconditionally released from its Subsidiary Guarantee (and may subsequently
dissolve) without any action required on the part of the Trustee or any Holder:

                  (1) if all of the Capital Stock issued by such Subsidiary
Guarantor or all or substantially all of the assets of such Subsidiary Guarantor
are sold or otherwise disposed of (including by way of merger or consolidation)
to a Person (other than a sale of the Capital Stock of such Subsidiary Guarantor
to the Parent, the Company or another Subsidiary Guarantor) in accordance with
the provisions of this Indenture and the Company delivers an Officers'
Certificate to the Trustee to the effect that the Company shall company with its
obligations, if any, under SECTION 4.16 in respect of such sale or disposition;

                  (2) if, as a result of a sale of the Capital Stock of such
Subsidiary Guarantor to a Person in accordance with the provisions of this
Indenture, such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the
Parent and the Company delivers an Officers' Certificate to the Trustee to the
effect that the Company shall company with its obligations, if any, under
SECTION 4.16 in respect of such sale; or

                  (3) if the Company designates such Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with the provisions of this Indenture.

                  The Trustee shall promptly deliver an appropriate instrument
evidencing such release upon receipt of a written request by the Company
accompanied by an Officers' Certificate certifying as to the compliance with
this SECTION 10.02. The Parent and each Subsidiary Guarantor not so released
remains liable for the full amount of the Parent Guarantee or its Subsidiary
Guarantee, as applicable, as provided in this ARTICLE TEN.

                  SECTION 10.03. LIMITATION OF A GUARANTOR'S LIABILITY.

                  The Parent and each Subsidiary Guarantor and, by its
acceptance hereof, each of the Holders hereby confirms that it is the intention
of all such parties that the Parent Guarantee and the Subsidiary Guarantees, as
applicable, not constitute a fraudulent transfer or conveyance for purposes of
any Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar Federal or state law. To effectuate the
foregoing intention, the Holders, the Parent and each Subsidiary Guarantor
hereby irrevocably agree that the obligations of the Parent and each Subsidiary
Guarantor, as applicable, under the Parent Guarantee or a Subsidiary Guarantee,
as applicable, shall be limited to the maximum amount as shall, after giving
effect to all other contingent and fixed liabilities of the Parent or such
Subsidiary Guarantor, as applicable, and after giving effect to any collections
from or payments made by or on behalf of the Parent or any other Subsidiary
Guarantor, as applicable, in respect of the obligations of the Parent or such
other Subsidiary Guarantor, as applicable, under the Parent Guarantee or such
other Subsidiary Guarantee, as applicable, or pursuant to SECTION 10.04, result
in the obligations of the Parent or such Subsidiary Guarantor, as applicable,
under the Parent Guarantee or such Subsidiary Guarantee, as applicable, not
constituting a fraudulent transfer or conveyance.

                  The Parent and each Subsidiary Guarantor hereby covenants and
agrees, to the fullest extent that it may do so under Applicable Law, that in
the event of the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company, the Parent or such Subsidiary Guarantor, as
applicable, shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Parent Guarantee or such Subsidiary
Guarantee, as applicable, and hereby waives and agrees not to take the benefit
of any such stay of execution, whether under Section 362 or 105 of the
Bankruptcy Code or otherwise.

                                      -85-


<PAGE>

                  SECTION 10.04. CONTRIBUTION.

                  In order to provide for just and equitable contribution among
the Parent and the Subsidiary Guarantors, the Parent and the Subsidiary
Guarantors agree, inter se, that the Parent and each Subsidiary Guarantor that
makes a payment or distribution under the Parent Guarantee or a Subsidiary
Guarantee, as applicable, shall be entitled to a PRO RATA contribution from the
Parent and each other Subsidiary Guarantor hereunder based on the net assets of
the Parent and/or each other Subsidiary Guarantor. The preceding sentence shall
in no way affect the rights of the Holders of Notes to the benefits of this
Indenture and the Notes.

                  SECTION 10.05. WAIVER OF SUBROGATION.

                  The Parent and each Subsidiary Guarantor agrees that it shall
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.

                  SECTION 10.06. WAIVER OF STAY, EXTENSION OR USURY LAWS.

                  The Parent and each Subsidiary Guarantor covenants to the
extent permitted by law that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive the
Parent or such Subsidiary Guarantor from performing the Parent Guarantee or its
Subsidiary Guarantee, as applicable, as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of the Parent Guarantee or Subsidiary Guarantee; and the Parent and
each Subsidiary Guarantor hereby expressly waives to the extent permitted by law
all benefit or advantage of any such law, and covenants that it 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.

                  SECTION 10.07. APPLICATION OF CERTAIN TERMS AND PROVISIONS TO
THE GUARANTORS.

                  (a) For purposes of any provision of this Indenture which
provides for the delivery by the Parent or any Subsidiary Guarantor of an
Officers' Certificate and/or an Opinion of Counsel, the definitions of such
terms in SECTION 1.01 hereof shall apply to the Parent or such Subsidiary
Guarantor as if references therein to the Company were references to the Parent
or such Subsidiary Guarantor.

                  (b) Any request, direction, order or demand which by any
provision of this Indenture is to be made by the Parent or any Subsidiary
Guarantor, shall be sufficient if evidenced as described in SECTION 11.02 hereof
as if references therein to the Company were references to the Parent or such
Subsidiary Guarantor.

                  (c) Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders to or on the Parent or any Subsidiary Guarantor may be given or
served as described in SECTION 11.02 hereof as if references therein to the
Company were references to the Parent or such Subsidiary Guarantor.

                  (d) Upon any demand, request or application by the Parent or
any Subsidiary Guarantor to the Trustee to take any action under this Indenture,
the Parent or such Subsidiary Guarantor shall furnish to the Trustee such
certificates and opinions as are required in SECTION 11.04 hereof as if all
references therein to the Company were references to the Parent or such
Subsidiary Guarantor.

                                      -86-


<PAGE>

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

                  SECTION 11.01. TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. Any provision of the
TIA which is required to be included in a qualified Indenture, but not expressly
included herein, shall be deemed to be included by this reference.

                  SECTION 11.02. NOTICES.

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

                  if to the Company:

                  Hines Horticulture, Inc.
                  12621 Jeffrey Road
                  Irvine, CA 92620
                  Attn:  Claudia Pieropan, Chief Financial Officer
                  Facsimile Number: [___________________]

                  if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 8 West
                  New York, New York 10286
                  Attn: Corporate Trust Administration
                  Facsimile Number: (212) 815-5704

                  Each of the Company and the Trustee by written notice to each
other may designate additional or different addresses for notices to such
Person. Any notice or communication to the Company shall be deemed to have been
given or made as of the date so delivered if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if faxed; and five (5) calendar
days after mailing if sent by registered or certified mail, postage prepaid
(except that a notice of change of address or a notice sent by mail to the
Trustee shall not be deemed to have been given until actually received by the
addressee). Any notice or communication to the Trustee shall be deemed to have
been given when actually received by the Trustee.

                  Any notice or communication mailed to a Holder shall be mailed
to such Holder by first class mail or other equivalent means at such Holder's
address as it appears on the registration books of the Registrar and shall be
sufficiently given to such Holder if so mailed within the time prescribed.

                                      -87-


<PAGE>

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

                  SECTION 11.03. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture, the Parent
Guarantee, any Subsidiary Guarantee or the Notes. The Company, the Trustee, the
Registrar and any other Person 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 to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee upon request:

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

                  (2) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent to be performed by the Company,
         if any, provided for in this Indenture or relating to the proposed
         action have been complied with.

                  SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by SECTION 4.06, shall include:

                  (1) a statement that the Person 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 Person, he has
         made such examination or investigation as is reasonably 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 each
         such Person, such condition or covenant has been complied with.

                  SECTION 11.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

                  The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

                                      -88-


<PAGE>

                  SECTION 11.07. LEGAL HOLIDAYS.

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

                  SECTION 11.08. GOVERNING LAW.

                  This Indenture and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed in the State of New York, including, without
limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law
and New York Civil Practice Laws and Rules 327(b), without giving effect to
applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.

                  SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Parent, the Company or any of their Subsidiaries.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

                  SECTION 11.10. NO RECOURSE AGAINST OTHERS.

                  No director, officer, employee, incorporator or stockholder of
the Parent, the Company or any Subsidiary Guarantor will have any liability for
any obligations of the Parent, the Company or any Subsidiary Guarantor under the
Notes or this Indenture or for any claim based on, in respect of, or by reason
of such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver and release may not be
effective to waive liabilities under the U.S. Federal securities laws, and it is
the view of the Commission that such a waiver is against public policy.

                  SECTION 11.11. SUCCESSORS.

                  All agreements of the Parent, the Company and the Subsidiary
Guarantors in this Indenture and the Notes shall bind their successors. All
agreements of the Trustee in this Indenture shall bind its successors.

                  SECTION 11.12. DUPLICATE ORIGINALS.

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

                  SECTION 11.13. SEVERABILITY.

                  In case any one or more of the provisions in this Indenture or
the Notes shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

                                      -89-


<PAGE>

                  SECTION 11.14. WAIVER OF JURY TRIAL.

                  EACH OF THE PARTIES HERETO AND THE HOLDERS (BY THEIR
ACCEPTANCE OF A NOTE) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
IN CONNECTION WITH THIS INDENTURE OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED
BY THIS INDENTURE.

                                      -90-


<PAGE>

                                   SIGNATURES

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

                                       HINES NURSERIES, INC.

                                       By: /S/ CLAUDIA M. PIEROPAN
                                           -------------------------------------
                                           Name:  Claudia M. Pieropan
                                           Title: Chief Financial Officer,
                                                  Secretary and Treasurer

                                       THE BANK OF NEW YORK, as Trustee

                                       By: /S/ STACEY B. POINDEXTER
                                           -------------------------------------
                                           Name:  Stacey B. Poindexter
                                           Title:  Assistant Treasurer

                                       HINES HORTICULTURE, INC.

                                       By: /S/ CLAUDIA M. PIEROPAN
                                           -------------------------------------
                                           Name:  Claudia M. Pieropan
                                           Title: Chief Financial Officer,
                                                  Secretary and Treasurer

                                       HINES SGUS INC.

                                       By: /S/ CLAUDIA M. PIEROPAN
                                           -------------------------------------
                                           Name:  Claudia M. Pieropan
                                           Title: Chief Financial Officer,
                                                  Secretary and Treasurer

                                       ENVIRO-SAFE LABORATORIES, INC.

                                       By: /S/ CLAUDIA M. PIEROPAN
                                           -------------------------------------
                                           Name:  Claudia M. Pieropan
                                           Title: Chief Financial Officer,
                                                  Secretary and Treasurer