<Page>

                                                                  EXHIBIT 4.1

                         AMERICAN COLOR GRAPHICS, INC.,


                               ACG HOLDINGS, INC.,


                                       and


                              THE BANK OF NEW YORK


                                    Indenture

                            Dated as of July 3, 2003


                    10% Senior Second Secured Notes Due 2010

<Page>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
TIA Sections                      Indenture Sections
------------                      ------------------
<S>                               <C>
Section 310(a)(1)                 7.10
           (a)(2)                 7.10
           (a)(3)                 N.A.
           (a)(4)                 N.A.
           (b)                    7.08; 7.10
           (c)                    N.A.
Section 311(a)                    7.12
           (b)                    7.12
           (c)                    N.A.
Section 312(a)                    2.04
           (b)                    12.02
           (c)                    12.02
Section 313(a)                    7.06
           (b)(1)                 7.06
           (b)(2)                 7.06; 7.07
           (c)                    7.05; 12.02
           (d)                    7.06
Section 314(a)                    4.17; 4.18
           (b)                    11.04
           (c)(1)                 12.03
           (c)(2)                 12.03
           (c)(3)                 12.03
           (d)                    11.06
           (e)                    12.04
           (f)                    N.A.
Section 315(a)                    7.01
           (b)                    7.05; 12.02
           (c)                    7.01; 7.02
           (d)                    7.01; 7.02
           (e)                    6.11
Section 316(a)(last sentence)     2.10
           (a)(1)(A)              6.05
           (a)(1)(B)              6.04
           (a)(2)                 N.A.
           (b)                    6.07
Section 317(a)(1)                 6.08
           (a)(2)                 6.09
           (b)                    2.05
Section 318(a)                    12.01
           (b)                    N.A.
           (c)                    12.01
</Table>

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

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                                TABLE OF CONTENTS

<Table>
<S>                                                                           <C>
                                   ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                   ARTICLE TWO
                                    THE NOTES

SECTION 2.01. Form and Dating.................................................25
SECTION 2.02. Restrictive Legends.............................................27
SECTION 2.03. Execution, Authentication and Denominations.....................29
SECTION 2.04. Registrar and Paying Agent......................................29
SECTION 2.05. Paying Agent to Hold Money in Trust.............................30
SECTION 2.06. Transfer and Exchange...........................................30
SECTION 2.07. Book-Entry Provisions for Global Notes..........................31
SECTION 2.08. Special Transfer Provisions.....................................33
SECTION 2.09. Replacement Notes...............................................35
SECTION 2.10. Outstanding Notes...............................................36
SECTION 2.11. Temporary Notes.................................................36
SECTION 2.12. Cancelation.....................................................37
SECTION 2.13. CUSIP Numbers...................................................37
SECTION 2.14. Defaulted Interest..............................................37

                                  ARTICLE THREE
                                   REDEMPTION

SECTION 3.01. Right of Redemption.............................................38
SECTION 3.02. Notices to Trustee..............................................38
SECTION 3.03. Selection of Notes to Be Redeemed...............................38
SECTION 3.04. Notice of Redemption............................................39
SECTION 3.05. Effect of Notice of Redemption..................................40
SECTION 3.06. Deposit of Redemption Price.....................................40
SECTION 3.07. Payment of Notes Called for Redemption..........................40
SECTION 3.08. Notes Redeemed in Part..........................................40

                                  ARTICLE FOUR
                                    COVENANTS

SECTION 4.01. Payment of Notes................................................41
SECTION 4.02. Maintenance of Office or Agency.................................41
SECTION 4.03. Limitation on Indebtedness......................................41
SECTION 4.04. Limitation on Restricted Payments...............................44
</Table>

                                        i
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<Table>
<S>                                                                           <C>
SECTION 4.05. Limitation on Dividend and Other Payment Restrictions
               Affecting Restricted Subsidiaries..............................48
SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of
               Restricted Subsidiaries........................................49
SECTION 4.07. Limitation on Issuances of Guarantees by Restricted
               Subsidiaries...................................................50
SECTION 4.08. Limitation on Transactions with Shareholders and Affiliates.....50
SECTION 4.09. Limitation on Liens.............................................51
SECTION 4.10. Limitation on Sale-Leaseback Transactions.......................52
SECTION 4.11. Limitation on Asset Sales.......................................52
SECTION 4.12. Repurchase of Notes upon a Change of Control....................53
SECTION 4.13. Existence.......................................................54
SECTION 4.14. Payment of Taxes and Other Claims...............................54
SECTION 4.15. Maintenance of Properties and Insurance.........................54
SECTION 4.16. Notice of Defaults..............................................54
SECTION 4.17. Compliance Certificates.........................................54
SECTION 4.18. Commission Reports and Reports to Holders.......................55
SECTION 4.19. Waiver of Stay, Extension or Usury Laws.........................56

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc.....................................56
SECTION 5.02. Successor Substituted...........................................58

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default...............................................58
SECTION 6.02. Acceleration....................................................60
SECTION 6.03. Other Remedies..................................................60
SECTION 6.04. Waiver of Past Defaults.........................................60
SECTION 6.05. Control by Majority.............................................61
SECTION 6.06. Limitation on Suits.............................................61
SECTION 6.07. Rights of Holders to Receive Payment............................61
SECTION 6.08. Collection Suit by Trustee......................................62
SECTION 6.09. Trustee May File Proofs of Claim................................62
SECTION 6.10. Priorities......................................................62
SECTION 6.11. Undertaking for Costs...........................................63
SECTION 6.12. Restoration of Rights and Remedies..............................63
SECTION 6.13. Rights and Remedies Cumulative..................................63
SECTION 6.14. Delay or Omission Not Waiver....................................63

                                  ARTICLE SEVEN
                                     TRUSTEE

SECTION 7.01. Duties of Trustee...............................................63
SECTION 7.02. Certain Rights of Trustee.......................................64
</Table>

                                       ii
<Page>

<Table>
<S>                                                                           <C>
SECTION 7.03. Individual Rights of Trustee....................................66
SECTION 7.04. Trustee's Disclaimer............................................66
SECTION 7.05. Notice of Default...............................................66
SECTION 7.06. Reports by Trustee to Holders...................................66
SECTION 7.07. Compensation and Indemnity......................................66
SECTION 7.08. Replacement of Trustee..........................................67
SECTION 7.09. Successor Trustee by Merger, Etc................................68
SECTION 7.10. Eligibility.....................................................69
SECTION 7.11. Money Held in Trust.............................................69
SECTION 7.12. Preferential Collection of Claims Against Company...............69
SECTION 7.13. Appointment of Co-Trustees or co-Collateral Agents..............69

                                  ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

SECTION 8.01. Termination of Company's and Guarantor's Obligations............70
SECTION 8.02. Application of Trust Money......................................74
SECTION 8.03. Repayment to Company............................................74
SECTION 8.04. Reinstatement...................................................75

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders......................................75
SECTION 9.02. With Consent of Holders.........................................75
SECTION 9.03. Revocation and Effect of Consent................................77
SECTION 9.04. Notation on or Exchange of Notes................................77
SECTION 9.05. Trustee to Sign Amendments, Etc.................................77
SECTION 9.06. Conformity with Trust Indenture Act.............................78

                                   ARTICLE TEN
                                    GUARANTEE

SECTION 10.01. Guarantee......................................................78
SECTION 10.02. Limitation on Guarantor Liability..............................79
SECTION 10.03. Execution and Delivery of the Guarantee........................79

                                 ARTICLE ELEVEN
                        COLLATERAL AND SECURITY DOCUMENTS

SECTION 11.01. Collateral and Security Documents..............................79
SECTION 11.02. Application of Proceeds of Collateral..........................80
SECTION 11.03. Possession, Use and Release of Collateral......................80
SECTION 11.04. Opinion of Counsel.............................................81
SECTION 11.05. Further Assurances.............................................82
SECTION 11.06. Trust Indenture Act Requirements...............................82
SECTION 11.07. Suits to Protect Collateral....................................82
SECTION 11.08. Purchaser Protected............................................83
</Table>

                                       iii
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<Table>
<S>                                                                          <C>
SECTION 11.09. Powers Exerciseable by Receiver or Trustee.....................83
SECTION 11.10. Release upon Termination of Company's Obligations..............83
SECTION 11.11. Limitation on Duty of Trustee in Respect of Collateral.........83
SECTION 11.12. Authorization of Trustee.......................................84

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act of 1939....................................84
SECTION 12.02. Notices........................................................84
SECTION 12.03. Certificate and Opinion as to Conditions Precedent.............85
SECTION 12.04. Statements Required in Certificate or Opinion..................85
SECTION 12.05. Rules by Trustee, Paying Agent or Registrar....................86
SECTION 12.06. Payment Date Other Than a Business Day.........................86
SECTION 12.07. Governing Law..................................................86
SECTION 12.08. No Adverse Interpretation of Other Agreements..................86
SECTION 12.09. No Recourse Against Others.....................................86
SECTION 12.10. Successors.....................................................87
SECTION 12.11. Duplicate Originals............................................87
SECTION 12.12. Separability...................................................87
SECTION 12.13. Table of Contents, Headings, Etc...............................87
SECTION 12.14. No Liability for Clean-up of Hazardous Materials...............87

EXHIBIT A  Form of Note......................................................A-1
EXHIBIT B  Form of Certificate...............................................B-1
EXHIBIT C  Form of Transfer Notice...........................................C-1
EXHIBIT D  Form of Certificate to Be Delivered in Connection with
           Transfers Pursuant to Regulation S................................D-1
EXHIBIT E  Form of Certificate to Be Delivered in Connection with
           Transfers Pursuant to Non-QIB Accredited Investors................E-1
</Table>

                                       iv
<Page>

          INDENTURE dated as of July 3, 2003 among AMERICAN COLOR GRAPHICS,
INC., a New York corporation (the "COMPANY"), ACG HOLDINGS, INC., a Delaware
corporation ("HOLDINGS" or the "GUARANTOR") and THE BANK OF NEW YORK, a New York
banking corporation (the "TRUSTEE").

                                    RECITALS

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its 10% Senior Second
Secured Notes Due 2010 (herein called the "NOTES") issuable as provided in this
Indenture. Holdings has duly authorized the execution and delivery of this
Indenture to provide for a guarantee of the Notes and of certain of the
Company's obligations hereunder. All things necessary to make this Indenture a
valid agreement of the Company and Holdings, in accordance with its terms, have
been done.

          This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be a part
of and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.

                      AND THIS INDENTURE FURTHER WITNESSETH

          For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows.

                                   ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. DEFINITIONS.

          "2003 RECAPITALIZATION" means, collectively, (a) the offering and sale
of the Notes, (b) the closing of the Credit Agreement on the Closing Date and
the initial drawings thereunder, (c) the repayment of indebtedness under the
Company's credit agreement in effect on the Closing Date, (d) the redemption of
all the 12 3/4% Notes, (e) the repurchase, and concurrent retirement, of all the
outstanding shares of preferred stock of Holdings and the cancelation of all
options to purchase shares of preferred stock of Holdings, and (f) all
transactions relating to the implementation of the foregoing.

          "ADJUSTED CONSOLIDATED NET INCOME" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period determined in conformity with GAAP, PROVIDED that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication):

          (1)     the net income (or loss) of any Person that is not a
     Restricted Subsidiary, except to the extent of the amount of dividends or
     other distributions actually paid to the Company or any of its Restricted
     Subsidiaries during such period;

          (2)     the net income (or loss) of any Person accrued prior to the
     date it becomes a Restricted Subsidiary or is merged into or consolidated
     with the Company or any of its

<Page>

     Restricted Subsidiaries or all or substantially all the property and assets
     of such Person are acquired by the Company or any of its Restricted
     Subsidiaries;

          (3)     the net income of any Restricted Subsidiary to the extent that
     the declaration or payment of dividends or similar distributions by such
     Restricted Subsidiary of such net income is not at the time permitted by
     the operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to such Restricted Subsidiary;

          (4)     any gains or losses (on an after-tax basis) attributable to
     sales of assets outside the ordinary course of business of the Company and
     its Restricted Subsidiaries;

          (5)     solely for purposes of calculating the amount of Restricted
     Payments that may be made pursuant to clause (C) of the first paragraph of
     SECTION 4.04, any amount paid or accrued as dividends on Preferred Stock of
     the Company owned by Persons other than the Company and any of its
     Restricted Subsidiaries; and

          (6)     all extraordinary, unusual or non-recurring gains and, solely
     for purposes of calculating the Interest Coverage Ratio, extraordinary,
     unusual or non-recurring losses or expenses; and

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

          "ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS" means at any time the
total amount of assets of the Company and its consolidated Restricted
Subsidiaries (less applicable depreciation, amortization and other valuation
reserves), after deducting therefrom all current liabilities of the Company and
its consolidated Restricted Subsidiaries (excluding intercompany items) and all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other intangibles, all as set forth on the consolidated balance
sheet of the Company and its consolidated Restricted Subsidiaries as of the end
of the most recent fiscal quarter ended at least 45 days prior to the date of
determination.

          "AFFILIATE" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

          "AGENT" means any Registrar, Co-Registrar, Paying Agent or
authenticating agent.

          "AGENT MEMBERS" has the meaning provided in SECTION 2.07(a).

          "APPLICABLE PARI PASSU INDEBTEDNESS" means (1) in respect of any
assets or properties that are the subject of an Asset Sale at a time when such
assets or properties are included in the Collateral, Indebtedness that is PARI
PASSU with the Notes and that is secured

                                        2
<Page>

equally and ratably with the Notes by Collateral at such time, and (2) in
respect of any other assets or properties, Indebtedness that is PARI PASSU with
the Notes.

          "ASSET ACQUISITION" means (1) an investment by the Company or any of
its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged into or consolidated
with the Company or any of its Restricted Subsidiaries, PROVIDED that such
Person's primary business is related, ancillary or complementary to the
businesses of the Company and its Restricted Subsidiaries on the date of such
investment or (2) an acquisition by the Company or any of its Restricted
Subsidiaries of the property and assets of any Person other than the Company or
any of its Restricted Subsidiaries that constitute substantially all of a
division or line of business of such Person, PROVIDED that the property and
assets acquired are related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of such acquisition.

          "ASSET DISPOSITION" means the sale or other disposition by the Company
or any of its Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary) of (1) all or substantially all the Capital Stock of any
Restricted Subsidiary or (2) all or substantially all the assets that constitute
a division or line of business of the Company or any of its Restricted
Subsidiaries.

          "ASSET SALE" means any sale, transfer or other disposition (including
by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of:

          (1)     all or any of the Capital Stock of any Restricted Subsidiary,

          (2)     all or substantially all the property and assets of an
     operating unit or business of the Company or any of its Restricted
     Subsidiaries or

          (3)     any other property and assets (other than the Capital Stock or
     other Investment in an Unrestricted Subsidiary) of the Company or any of
     its Restricted Subsidiaries outside the ordinary course of business of the
     Company or such Restricted Subsidiary and,

in each case, that is not governed by the provisions of this Indenture
applicable to mergers, consolidations and sales of assets of the Company,
PROVIDED that "Asset Sale" shall not include:

          (a)     sales or other dispositions of inventory, receivables and
     other current assets,

          (b)     sales, transfers or other dispositions of assets constituting
     a Permitted Investment or Restricted Payment permitted to be made under
     SECTION 4.04,

          (c)     sales, transfers or other dispositions of assets with a fair
     market value not in excess of $1 million in any transaction or series of
     related transactions,

                                        3
<Page>

          (d)     any sale, transfer, assignment or other disposition of any
     property or equipment that has become damaged, worn out, obsolete or
     otherwise unsuitable for use in connection with the business of the Company
     or its Restricted Subsidiaries, or

          (e)     sale and leaseback of assets occurring within 180 days after
     the date of the acquisition of such assets by the Company or any Restricted
     Subsidiaries.

          "AVERAGE LIFE" means, at any date of determination with respect to any
debt security, the quotient obtained by dividing (1) the sum of the products of
(a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (2) the sum of all such principal payments.

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

          "BOARD OF DIRECTORS" means, with respect to any Person, the Board of
Directors of such Person or any duly authorized committee of such Board of
Directors.

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

          "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized or obligated by law to be closed.

          "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether outstanding on the
Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.

          "CAPITALIZED LEASE" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person.

          "CAPITALIZED LEASE OBLIGATIONS" means the discounted present value of
the rental obligations under a Capitalized Lease.

          "CERTIFICATE OF DESTRUCTION" has the meaning provided in SECTION 2.12.

          "CHANGE OF CONTROL" means such time as (i) a "person" or "group"
(within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than
the Permitted Holders and their respective Affiliates, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) (treating all Permitted
Holders and their respective Affiliates as if they were not members of any such
"person" or "group") of more than (A) forty percent (40%) of the total voting
power of the then outstanding Voting Stock of the Company or Holdings and (B)
the total

                                        4
<Page>

voting power of the then outstanding Voting Stock of the Company or Holdings, as
the case may be, beneficially owned by the Permitted Holders and their
respective Affiliates, treating the Permitted Holders and their respective
Affiliates as a "group"; or (ii) during any period of two consecutive calendar
years, individuals who at the beginning of such period constituted the Board of
Directors of (A) the Company (together with any new directors whose election by
the Company's Board of Directors or whose nomination for election by the
Company's Board of Directors or whose nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of such period or
whose election or nomination for election was previously so approved) or (B)
Holdings (together with any new directors whose election by Holdings' Board of
Directors or whose nomination for election by Holdings' Board of Directors or
whose nomination for election by Holdings' shareholders was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved), in either case, cease for any reason to
constitute a majority of the directors of the Company or Holdings, as the case
may be, then in office; or (iii) (A) the Company or Holdings consolidates with
or merges into any other Person or conveys, transfers or leases all or
substantially all its assets to any Person or (B) any Person merges into the
Company or Holdings, in either event pursuant to a transaction in which any
Voting Stock of the Company or Holdings, as the case may be, outstanding
immediately prior to the effectiveness thereof is reclassified or changed into
or exchanged for cash, securities or other property, PROVIDED, HOWEVER, that any
consolidation, conveyance, transfer or lease (x) between the Company and any of
its Subsidiaries, between Holdings and any of its Subsidiaries, between any of
the Company's Subsidiaries or between any of Holdings' Subsidiaries (including
the reincorporation of the Company or Holdings in another jurisdiction) or (y)
for the purpose of creating a public holding company for the Company or Holdings
in another jurisdiction or (z) for the purpose of creating a public holding
company for the Company or Holdings in which all holders of the Capital Stock of
the Company or Holdings, as the case may be, would be entitled to receive (other
than cash in lieu of fractional shares) solely Capital Stock of the holding
company in amounts proportionate to their holdings of such Capital Stock of the
Company or Holdings, as the case may be, immediately prior to such transaction,
shall be excluded from the operation of this clause (iii).

          "CLOSING DATE" means the date on which the Notes are originally issued
under this Indenture.

          "COLLATERAL" means all of the assets of the Company or any Guarantor
whether real, personal or mixed, in which the Holders, the Trustee, the
Collateral Agent or any of them now or hereafter holds a Lien as security for
any Noteholder Claim.

          "COLLATERAL AGENT" means the collateral agent under this Indenture,
the Intercreditor Agreement and the Security Agreement, which initially shall be
the Trustee, acting in its capacity as Collateral Agent under such agreements on
behalf of and for the benefit of the Trustee and the Holders.

                                        5
<Page>

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the TIA, then the body performing
such duties at such time.

          "COMMODITY AGREEMENT" means any forward contract, commodity swap
agreement, commodity option agreement or other similar agreement or arrangement.

          "COMMON STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's equity, other than Preferred Stock of
such Person, whether outstanding on the Closing Date or issued thereafter,
including, without limitation, all series and classes of such common stock.

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

          "COMPANY ORDER" means a written request or order signed in the name of
the Company by two Officers.

          "CONSOLIDATED EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income:

          (1)     Consolidated Interest Expense;

          (2)     income taxes;

          (3)     depreciation expense;

          (4)     amortization expense; and

          (5)     all other non-cash items reducing Adjusted Consolidated Net
     Income (other than items that will require cash payments and for which an
     accrual or reserve is, or is required by GAAP to be, made), less all
     non-cash items increasing Adjusted Consolidated Net Income,

all as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP, PROVIDED that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA
shall be reduced (to the extent not otherwise reduced in accordance with GAAP)
by an amount equal to (A) the amount of the Adjusted Consolidated Net Income
attributable to such Restricted Subsidiary multiplied by (B) the percentage
ownership interest in the income of such Restricted Subsidiary not owned on the
last day of such period by the Company or any of its Restricted Subsidiaries.

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, the aggregate
amount of interest in respect of Indebtedness (including, without limitation,
amortization of original issue

                                        6
<Page>

discount on any Indebtedness and the interest portion of any deferred payment
obligation, calculated in accordance with the effective interest method of
accounting; all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing; the net costs
associated with Interest Rate Agreements; and Indebtedness that is Guaranteed or
secured by the Company or any of its Restricted Subsidiaries) and all but the
principal component of rentals in respect of Capitalized Lease Obligations paid,
accrued or scheduled to be paid or to be accrued by the Company and its
Restricted Subsidiaries during such period; EXCLUDING, HOWEVER, (1) any amount
of such interest of any Restricted Subsidiary if the net income of such
Restricted Subsidiary is excluded in the calculation of Adjusted Consolidated
Net Income pursuant to clause (3) of the definition thereof (but only in the
same proportion as the net income of such Restricted Subsidiary is excluded from
the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of
the definition thereof) and (2) any premiums, fees and expenses (and any
amortization thereof) payable in connection with the offering of the Notes, all
as determined on a consolidated basis (without taking into account Unrestricted
Subsidiaries) in conformity with GAAP.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which this
Indenture shall, at any particular time, be principally administered, which
office is, at the date of this Indenture, located at 101 Barclay Street, Floor 8
West, New York, New York 10286; Attn: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders, the Company and the Guarantor, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders, the Company and the
Guarantor).

          "CREDIT AGREEMENT" means the Credit Agreement dated as of the Closing
Date, among Holdings, the Company, the lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, together with all the other
documents related thereto (including, without limitation, any Guarantees and
security documents), in each case as such agreements may be amended (including
any amendment and restatement thereof), supplemented, extended, renewed,
replaced or otherwise modified from time to time, including, without limitation,
any agreement increasing the amount of, extending the maturity of, refinancing
or otherwise restructuring (including, but not limited to, the inclusion or
substitution of additional or different borrowers, guarantors, debtors or
lenders thereunder that are Subsidiaries of Holdings or the Company and whose
obligations are guaranteed by Holdings or the Company thereunder) all or a
portion of the Indebtedness under such agreements or any successor agreements.

          "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement.

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

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

                                        7
<Page>

          "DISINTERESTED DIRECTOR" of any Person means, with respect to any
transaction or series of related transactions, a member of the Board of
Directors of such Person who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of related
transactions, PROVIDED that the entire Board of Directors may, in good faith,
determine whether any member of the Board of Directors is a Disinterested
Director for such purpose, and such determination shall be conclusive.

          "DISQUALIFIED STOCK" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (1) required to be redeemed prior to
the Stated Maturity of the Notes, (2) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (3) convertible into or exchangeable for Capital Stock referred
to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior
to the Stated Maturity of the Notes, PROVIDED that any Capital Stock that would
not constitute Disqualified Stock but for provisions thereof giving holders
thereof the right to require such Person to repurchase or redeem such Capital
Stock upon the occurrence of an "asset sale" or "change of control" occurring
prior to the Stated Maturity of the Notes shall not constitute Disqualified
Stock if the "asset sale" or "change of control" provisions applicable to such
Capital Stock are no more favorable to the holders of such Capital Stock than
the provisions contained in SECTION 4.11 and SECTION 4.12 and such Capital Stock
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provision prior to the Company's repurchase of such Notes
as are required to be repurchased pursuant to the provisions contained in
SECTION 4.11 and SECTION 4.12.

          "EVENT OF DEFAULT" has the meaning provided in SECTION 6.01.

          "EXCESS PROCEEDS" has the meaning provided in SECTION 4.11.

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

          "EXCHANGE NOTES" means, with respect to a series of Notes, any
securities of the Company containing terms identical to the Notes of such series
(except that such Exchange Notes shall be registered under the Securities Act)
that are issued and exchanged for the Notes pursuant to the Registration Rights
Agreement or any other registration rights agreement and this Indenture.

          "FAIR MARKET VALUE" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a resolution of the Board of Directors.

          "FIRST PRIORITY LIEN OBLIGATIONS" means (i) the Indebtedness and other
obligations under the Credit Agreement of Holdings, the Company and its
Subsidiaries, (ii) Indebtedness and other obligations of the Company and its
Subsidiaries in respect of Interest Rate Agreements, Currency Agreements and
other hedging arrangements and agreements related to such Indebtedness, and
(iii) any obligations under any other agreements evidencing Indebtedness, in

                                        8
<Page>

the case of each of (i), (ii) and (iii) secured by a first priority Lien on any
assets or properties of the Company or any Restricted Subsidiary under clause
(6) of the definition of Permitted Liens.

          "FIRST PRIORITY LIENS" means all Liens that secure the First Priority
Lien Obligations.

          "FOREIGN COLLATERAL" has the meaning provided in SECTION 11.12.

          "FOREIGN SUBSIDIARY" means any Subsidiary of the Company that is an
entity which is a controlled foreign corporation under Section 957 of the
Internal Revenue Code.

          "FOUR QUARTER PERIOD" means, with respect to any date, the most recent
four fiscal quarters prior to such date for which reports have been filed with
the Commission or provided to the Trustee.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date, including, without
limitation, those 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 approved by a significant segment
of the accounting profession. All ratios and computations contained or referred
to in this Indenture shall be computed in conformity with GAAP applied on a
consistent basis, except that calculations made for purposes of determining
compliance with the terms of the covenants and with other provisions of this
Indenture shall be made without giving effect to (1) the amortization of any
expenses incurred in connection with the 2003 Recapitalization and (2) the
write-off of expenses relating to the repayment of Indebtedness repaid in
connection with the 2003 Recapitalization.

          "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (2) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), PROVIDED that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

          "GUARANTORS" means Holdings and each Subsidiary Guarantor, and their
successors under this Indenture, until such Guarantor is released in accordance
with the terms of this Indenture.

          "HOLDER" or "Noteholder" means the registered holder of any Note.

                                        9
<Page>

          "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, PROVIDED that (1) any Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary will be deemed to be incurred
by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and
(2) neither the accrual of interest nor the accretion of original issue discount
shall be considered an Incurrence of Indebtedness.

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

          (1)     all indebtedness of such Person for borrowed money,

          (2)     all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments,

          (3)     all obligations of such Person in respect of letters of credit
     or other similar instruments (including reimbursement obligations with
     respect thereto, but excluding obligations with respect to letters of
     credit (including trade letters of credit) securing obligations (other than
     obligations described in (1) or (2) above or (5), (6) or (7) below) entered
     into in the ordinary course of business of such Person to the extent such
     letters of credit are not drawn upon or, if drawn upon, to the extent such
     drawing is reimbursed no later than the third Business Day following
     receipt by such Person of a demand for reimbursement),

          (4)     all obligations of such Person to pay the deferred and unpaid
     purchase price of property or services, which purchase price is due more
     than six months after the date of placing such property in service or
     taking delivery and title thereto or the completion of such services,
     except Trade Payables and other accrued expenses arising in the ordinary
     course of business and payable within one year of the incurrence thereof,

          (5)     all Capitalized Lease Obligations,

          (6)     all Indebtedness of other Persons secured by a Lien on any
     asset of such Person, whether or not such Indebtedness is assumed by such
     Person, PROVIDED that the amount of such Indebtedness shall be the lesser
     of (A) the fair market value of such asset at such date of determination
     and (B) the amount of such Indebtedness,

          (7)     all Indebtedness of other Persons Guaranteed by such Person to
     the extent such Indebtedness is Guaranteed by such Person,

          (8)     to the extent not otherwise included in this definition,
     obligations under Commodity Agreements, Currency Agreements and Interest
     Rate Agreements (other than Commodity Agreements, Currency Agreements and
     Interest Rate Agreements designed solely to protect the Company or its
     Restricted Subsidiaries against fluctuations in commodity prices, foreign
     currency exchange rates or interest rates and that do not increase the
     Indebtedness of the obligor outstanding at any time other than as a result
     of

                                       10
<Page>

     fluctuations in commodity prices, foreign currency exchange rates or
     interest rates or by reason of fees, indemnities and compensation payable
     thereunder), and

          (9)     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, but excluding accrued dividends, if any.

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were purchased on any date on which Indebtedness shall be
required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the fair market value of such Disqualified Stock, such
fair market value shall be determined reasonably and in good faith by the Board
of Directors of the issuer of such Disqualified Stock.

     The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, PROVIDED

          (A)     that the amount outstanding at any time of any Indebtedness
     issued with original issue discount is the face amount of such Indebtedness
     less the remaining unamortized portion of the original issue discount of
     such Indebtedness at such time as determined in conformity with GAAP,

          (B)     that money borrowed and set aside at the time of the
     Incurrence of any Indebtedness in order to prefund the payment of the
     interest on such Indebtedness shall not be deemed to be "Indebtedness" so
     long as such money is held to secure the payment of such interest, and

          (C)     that Indebtedness shall not include:

                  (x) any liability for federal, state, local or other taxes,

                  (y) performance, surety or appeal or other similar bonds
          provided in the ordinary course of business, or

                  (z) agreements providing for indemnification, adjustment of
          purchase price, "earn out" or similar obligations, or Guarantees or
          letters of credit, surety bonds or performance bonds securing any
          obligations of the Company or any of its Restricted Subsidiaries
          pursuant to such agreements, in any case Incurred in connection with
          the disposition of any business, assets or Restricted Subsidiary
          (other than Guarantees of Indebtedness Incurred by any Person
          acquiring all or any portion of such business, assets or Restricted
          Subsidiary for the purpose of financing such acquisition), so long as
          the principal amount does not exceed the gross proceeds actually
          received by the Company or any Restricted Subsidiary in connection
          with such disposition.

                                       11
<Page>

          "INDENTURE" means this Indenture as originally executed or as it may
be amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable
provisions of this Indenture.

          "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.

          "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement to be
dated on or about the Closing Date among the Senior Collateral Agent, the
Trustee, the Collateral Agent, the Company, Holdings and the Subsidiaries of the
Company party thereto, as amended, modified, restated, supplemented or replaced
from time to time.

          "INTEREST COVERAGE RATIO" means, on any Transaction Date, the ratio of
(1) the aggregate amount of Consolidated EBITDA for the Four Quarter Period
prior to such Transaction Date to (2) the aggregate Consolidated Interest
Expense during such Four Quarter Period. In making the foregoing calculation:

                  (A)     PRO FORMA effect shall be given to any Indebtedness
     Incurred or repaid during the period (the "Reference Period") commencing on
     the first day of the Four Quarter Period and ending on the Transaction Date
     (other than Indebtedness Incurred or repaid under a revolving credit or
     similar arrangement to the extent of the commitment thereunder (or under
     any predecessor revolving credit or similar arrangement) in effect on the
     last day of such Four Quarter Period, unless any portion of such
     Indebtedness is projected, in the reasonable judgment of the senior
     management of the Company, to remain outstanding for a period in excess of
     12 months from the date of the Incurrence thereof), in each case as if such
     Indebtedness had been Incurred or repaid on the first day of such Reference
     Period;

                  (B)     Consolidated Interest Expense attributable to interest
     on any Indebtedness (whether existing or being Incurred) computed on a PRO
     FORMA basis and bearing a floating interest rate shall be computed as if
     the rate in effect on the Transaction Date (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 or, if shorter,
     at least equal to the remaining term of such Indebtedness) had been the
     applicable rate for the entire period;

                  (C)     PRO FORMA effect shall be given to Asset Dispositions
     and Asset Acquisitions (including giving PRO FORMA effect to the
     application of proceeds of any Asset Disposition and to any expense and
     cost reductions, calculated on a basis consistent with Regulation S-X under
     the Exchange Act, attributable to the assets which are the subject of the
     Asset Acquisition or Asset Disposition) that occur during such Reference
     Period as if they had occurred and such proceeds had been applied on the
     first day of such Reference Period; and

                  (D)     PRO FORMA effect shall be given to asset dispositions
     and asset acquisitions (including giving PRO FORMA effect to the
     application of proceeds of any asset disposition and to expense and cost
     reductions, calculated on a basis consistent with

                                       12
<Page>

     Regulation S-X under the Exchange Act, attributable to the assets that are
     the subject of any asset disposition or asset acquisition) that have been
     made by any Person that has become a Restricted Subsidiary or has been
     merged with or into the Company or any Restricted Subsidiary during such
     Reference Period and that would have constituted Asset Dispositions or
     Asset Acquisitions had such transactions occurred when such Person was a
     Restricted Subsidiary as if such asset dispositions or asset acquisitions
     were Asset Dispositions or Asset Acquisitions that occurred on the first
     day of such Reference Period, PROVIDED that to the extent that clause (C)
     or (D) of this sentence requires that PRO FORMA effect be given to an Asset
     Acquisition or Asset Disposition, such PRO FORMA calculation shall be based
     upon the four full fiscal quarters immediately preceding the Transaction
     Date of the Person, or division or line of business of the Person, that is
     acquired or disposed for which financial information is available.

          "INTEREST PAYMENT DATE", when used with respect to any Note, means the
stated Maturity of an installment of interest on such Note.

          "INTEREST RATE AGREEMENT" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, option or future contract or other
similar agreement or arrangement.

          "INVESTMENT" in any Person means any direct or indirect advance, loan
or other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement; but excluding advances to customers or suppliers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable, prepaid expenses or deposits on the balance sheet of the
Company or its Restricted Subsidiaries and endorsements for collection or
deposit arising in the ordinary course of business) or capital contribution to
(by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or other similar
instruments issued by, such Person and shall include (1) the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary and (2) the retention of the
Capital Stock (or any other Investment) by the Company or any of its Restricted
Subsidiaries, of (or in) any Person that has ceased to be a Restricted
Subsidiary, including without limitation, by reason of any transaction permitted
by SECTION 4.06. For purposes of the definition of "Unrestricted Subsidiary" and
SECTION 4.04, (a) the amount of or a reduction in an Investment shall be equal
to the fair market value thereof at the time such Investment is made or reduced
and (b) in the event the Company or a Restricted Subsidiary makes an Investment
by transferring assets to any Person and as part of such transaction receives
Net Cash Proceeds, the amount of such Investment shall be the fair market value
of the assets less the amount of Net Cash Proceeds so received, PROVIDED the Net
Cash Proceeds are applied in accordance with clause (A) or (B) of SECTION 4.11.

          "JUNIOR LIENS" means the Liens on the Collateral granted by the
Company or any Guarantor to secure the payment and performance of all or any
Noteholder Claims, and all replacements, renewals and other modifications of
such Liens.

                                       13
<Page>

          "LIEN" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof or any
agreement to give any security interest).

          "MANAGEMENT INVESTORS" means the officers, directors, employees and
other members of the management of the Company, Holdings or a Subsidiary, or
family members or relatives thereof or trusts for the benefit of any of the
foregoing, who at any particular date shall beneficially own or have the right
to acquire, directly or indirectly, Capital Stock of Holdings.

          "MANAGEMENT STOCK" means Capital Stock of Holdings, or options,
warrants or rights to acquire Capital Stock of Holdings, held by any of the
Management Investors.

          "MOODY'S" means Moody's Investors Service, Inc. and its successors.

          "NET CASH PROCEEDS" means:

          (a)     with respect to any Asset Sale, the proceeds of such Asset
Sale in the form of cash or cash equivalents, including payments in respect of
deferred payment obligations (to the extent corresponding to the principal, but
not interest, component thereof) when received in the form of cash or cash
equivalents and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of:

          (1)     brokerage commissions and other fees and expenses (including
     fees and expenses of counsel and investment bankers) related to such Asset
     Sale;

          (2)     provisions for all taxes (whether or not such taxes will
     actually be paid or are payable) as a result of such Asset Sale without
     regard to the consolidated results of operations of the Company and its
     Restricted Subsidiaries, taken as a whole;

          (3)     payments made to repay Indebtedness or any other obligation
     outstanding at the time of such Asset Sale that either (x) is secured by a
     Lien on the property or assets sold or (y) is required to be paid as a
     result of such Asset Sale; and

          (4)     appropriate amounts to be provided by the Company or any
     Restricted Subsidiary as a reserve against any liabilities associated with
     such Asset Sale, including, without limitation, pension and other
     post-employment benefit liabilities, liabilities related to environmental
     matters and liabilities under any indemnification obligations associated
     with such Asset Sale, all as determined in conformity with GAAP; and

          (b)     with respect to any issuance or sale of Capital Stock, the
proceeds of such issuance or sale in the form of cash or cash equivalents,
including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents and proceeds from the
conversion of other property received when converted to cash or cash
equivalents, net of attorney's fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.

                                       14
<Page>

          "NON-U.S. PERSON" means a person who is not a "U.S. person" (as
defined in Regulation S).

          "NOTEHOLDER CLAIMS" has the meaning provided in SECTION 11.01.

          "NOTES" means any of the Securities, as defined in the first recital
of this Indenture that are authenticated and delivered under this Indenture. For
all purposes of this Indenture, the term "Notes" shall include the Notes
initially issued on the Closing Date, any Exchange Notes to be issued and
exchanged for any Notes pursuant to the Registration Rights Agreement and this
Indenture and any other Notes issued after the Closing Date under this
Indenture. For purposes of this Indenture, all Notes will vote together as one
series of Notes under this Indenture.

          "NOTE GUARANTEE" means any Guarantee of the obligations of the Company
under this Indenture and the Notes by any Guarantor.

          "OFFER TO PURCHASE" means an offer to purchase Notes by the Company
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating:

          (i)     the Section of this Indenture pursuant to which the offer is
     being made and that all Notes validly tendered will be accepted for payment
     on a pro rata basis;

          (ii)    the purchase price and the date of purchase (which shall be a
     Business Day no earlier than 30 days nor later than 60 days from the date
     such notice is mailed) (the "PAYMENT DATE");

          (iii)   that any Note not tendered will continue to accrue interest
     pursuant to its terms;

          (iv)    that, unless the Company defaults in the payment of the
     purchase price, any Note accepted for payment pursuant to the Offer to
     Purchase shall cease to accrue interest on and after the Payment Date;

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

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

          (vii)   that Holders whose Notes are being purchased only in part will
     be issued new Notes equal in principal amount to the unpurchased portion of
     the Notes

                                       15
<Page>

     surrendered; PROVIDED that each Note purchased and each new Note issued
     shall be in a principal amount of $1,000 or integral multiples of $1,000.

          On the Payment Date, the Company shall (a) accept for payment on a pro
rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase;
(b) deposit with the Paying Agent money sufficient to pay the purchase price of
all Notes or portions thereof so accepted; and (c) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers' Certificate specifying the Notes or portions thereof accepted
for payment by the Company. The Paying Agent shall promptly mail to the Holders
of Notes so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered; PROVIDED
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or integral multiples of $1,000. The Company will publicly announce
the results of an Offer to Purchase as soon as practicable after the Payment
Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The
Company will comply with 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 the event that the Company is required to
repurchase Notes pursuant to an Offer to Purchase.

          "OFFICER" means, with respect to the Company, the Chairman or Vice
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President or the Chief Financial Officer, the Treasurer or any Assistant
Treasurer, or the Secretary or any Assistant Secretary.

          "OFFICERS' CERTIFICATE" means a certificate signed by two Officers.
Each Officers' Certificate (other than certificates provided pursuant to TIA
Section 314(a)(4)) shall include the statements provided for in TIA Section
314(e).

          "OFFSHORE GLOBAL NOTES" has the meaning provided in SECTION 2.01.

          "OFFSHORE PHYSICAL NOTES" has the meaning provided in SECTION 2.01.

          "OPINION OF COUNSEL" means a written opinion that meets the
requirements of Section 12.04 and is signed by legal counsel, who may be an
employee of or counsel to the Company and who shall be reasonably acceptable to
the Trustee. Each such Opinion of Counsel shall include the statements provided
for in TIA Section 314(e).

          "PAYING AGENT" has the meaning provided in SECTION 2.04, except that,
for the purposes of Article Eight, the Paying Agent shall not be the Company or
a Subsidiary of the Company or an Affiliate of any of them. The term "Paying
Agent" includes any additional Paying Agent.

          "PAYMENT DATE" has the meaning provided in the definition of Offer to
Purchase.

          "PERMITTED HOLDERS" means, collectively, The Morgan Stanley Leveraged
Equity Fund II, L.P., a Delaware limited partnership, Morgan Stanley Capital
Partners III, L.P., a Delaware limited partnership, Morgan Stanley Capital
Investors, L.P., a Delaware limited partnership, and MSCP III 892 Investors,
L.P., a Delaware limited partnership, and the other investors, including the
officers and directors of the Company or Holdings, who beneficially own

                                       16
<Page>

Voting Stock of Holdings on the Closing Date after giving effect to the 2003
Recapitalization or, upon the death of any such individual investor, such
individual investor's executors, administrators, testamentary trustees, heirs,
legatees or beneficiaries.

          "PERMITTED INVESTMENT" means:

          (1)     an Investment in the Company or a Subsidiary Guarantor or a
     Person that will, upon the making of such Investment, become a Subsidiary
     Guarantor or be merged or consolidated with or into or transfer or convey
     all or substantially all its assets to, the Company or a Subsidiary
     Guarantor, PROVIDED that such person's primary business is related,
     ancillary or complementary to the businesses of the Company and its
     Restricted Subsidiaries on the date of such Investment;

          (2)     Temporary Cash Investments;

          (3)     payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     in accordance with GAAP;

          (4)     stock, obligations or securities received in satisfaction of
     judgments;

          (5)     an Investment in an Unrestricted Subsidiary consisting solely
     of an Investment in another Unrestricted Subsidiary; and

          (6)     Commodity Agreements, Interest Rate Agreements and Currency
     Agreements designed solely to protect the Company or its Restricted
     Subsidiaries against fluctuations in commodity prices, interest rates or
     foreign currency exchange rates.

          "PERMITTED LIENS" means:

          (1)     Liens securing the Notes and the Note Guarantees in an
     aggregate principal amount outstanding at any time not to exceed $280
     million;

          (2)     Liens existing on the Closing Date;

          (3)     Liens granted after the Closing Date on any assets or Capital
     Stock of the Company or its Restricted Subsidiaries created in favor of the
     Holders;

          (4)     Liens with respect to the assets of a Restricted Subsidiary
     granted by such Restricted Subsidiary to the Company or a Wholly Owned
     Restricted Subsidiary to secure Indebtedness owing to the Company or such
     other Restricted Subsidiary;

          (5)     Liens securing Indebtedness that is Incurred to refinance
     secured Indebtedness (other than Indebtedness secured by Liens pursuant to
     clause (6) below) which is permitted to be Incurred under Clause (iii) of
     the second paragraph of SECTION 4.03, PROVIDED that such Liens do not
     extend to or cover any property or assets of the Company or any Restricted
     Subsidiary other than the property or assets securing the Indebtedness
     being refinanced;

                                       17
<Page>

          (6)     Liens to secure Indebtedness that is permitted under SECTION
     4.03 in an aggregate principal amount outstanding at any time not to exceed
     $100 million and Liens securing Interest Rate Agreements, Currency
     Agreements or other hedging arrangements or agreements related to such
     Indebtedness;

          (7)     Liens (including extensions and renewals thereof) upon real or
     personal property acquired after the Closing Date, PROVIDED that (a) such
     Lien is created solely for the purpose of securing Indebtedness Incurred,
     in accordance with SECTION 4.03, to finance the cost (including the cost of
     improvement or construction) of the item of property or assets subject
     thereto and such Lien is created prior to, at the time of or within six
     months after the later of the acquisition, the completion of construction
     or the commencement of full operation of such property, (b) the principal
     amount of the Indebtedness secured by such Lien does not exceed 100% of
     such cost and (c) any such Lien shall not extend to or cover any property
     or assets other than such item of property or assets and any improvements
     on such item, PROVIDED FURTHER, that if such Indebtedness is secured by a
     Lien on Collateral, the Notes shall be secured by a Second Priority Lien on
     such item of property or assets;

          (8)     Liens on cash set aside at the time of the Incurrence of any
     Indebtedness, or government securities purchased with such cash, in either
     case to the extent that such cash or government securities pre-fund the
     payment of interest on such Indebtedness and are held in a collateral or
     escrow account or similar arrangement to be applied for such purpose; or

          (9)     Liens for taxes, assessments, governmental charges or claims
     that are being contested in good faith by appropriate legal proceedings
     promptly instituted and diligently conducted and for which a reserve or
     other appropriate provision, if any, as shall be required in conformity
     with GAAP shall have been made;

          (10)    statutory and common law Liens of landlords and carriers,
     warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
     Liens arising in the ordinary course of business and with respect to
     amounts not yet delinquent or being contested in good faith by appropriate
     legal proceedings promptly instituted and diligently conducted and for
     which a reserve or other appropriate provision, if any, as shall be
     required in conformity with GAAP shall have been made;

          (11)    Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security;

          (12)    Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory or regulatory obligations, bankers'
     acceptances, surety and appeal bonds, government contracts, performance and
     return-of-money bonds and other obligations of a similar nature incurred in
     the ordinary course of business (exclusive of obligations for the payment
     of borrowed money);

                                       18
<Page>

          (13)    easements, rights-of-way, municipal and zoning ordinances and
     similar charges, encumbrances, title defects or other irregularities that
     do not materially interfere with the ordinary course of business of the
     Company or any of its Restricted Subsidiaries;

          (14)    leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Company and its
     Restricted Subsidiaries, taken as a whole;

          (15)    Liens encumbering property or assets under construction
     arising from progress or partial payments by a customer of the Company or
     its Restricted Subsidiaries relating to such property or assets;

          (16)    any interest or title of a lessor in the property subject to
     any Capitalized Lease or operating lease;

          (17)    Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (18)    Liens on property of, or on shares of Capital Stock or
     Indebtedness of, any Person existing at the time such Person becomes, or
     becomes a part of, any Restricted Subsidiary, PROVIDED that such Liens do
     not extend to or cover any property or assets of the Company or any
     Restricted Subsidiary other than the property or assets acquired;

          (19)    Liens in favor of the Company or any Restricted Subsidiary;

          (20)    Liens arising from the rendering of a final judgment or order
     against the Company or any Restricted Subsidiary that does not give rise to
     an Event of Default;

          (21)    Liens securing reimbursement obligations with respect to
     letters of credit that encumber documents and other property relating to
     such letters of credit and the products and proceeds thereof;

          (22)    Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (23)    Liens encumbering customary initial deposits and margin
     deposits, and other Liens that are within the general parameters customary
     in the industry and incurred in the ordinary course of business, in each
     case, securing Indebtedness under Commodity Agreements, Interest Rate
     Agreements and Currency Agreements designed solely to protect the Company
     or any of its Restricted Subsidiaries from fluctuations in interest rates,
     currencies or the price of commodities;

          (24)    Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     the Company or any of its Restricted Subsidiaries in the ordinary course of
     business in accordance with the past practices of the Company and its
     Restricted Subsidiaries prior to the Closing Date; and

                                       19
<Page>

          (25)    Liens on shares of Capital Stock of any Unrestricted
     Subsidiary to secure Indebtedness of such Unrestricted Subsidiary.

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

          "PHYSICAL NOTES" has the meaning provided in SECTION 2.01.

          "PLEDGE AGREEMENT" means the Pledge Agreement to be dated on or about
the Closing Date between Holdings and the Collateral Agent, as amended,
modified, restated, supplemented or replaced from time to time.

          "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference equity,
whether outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.

          "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on the
Notes in the form set forth in SECTION 2.02.

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

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

          "REDEMPTION PRICE" means, when used with respect to any Note to be
redeemed, the price at which such Note is to be redeemed pursuant to this
Indenture.

          "REGISTRAR" has the meaning provided in SECTION 2.04.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated July 3, 2003, among the Company, the Guarantor and Morgan
Stanley & Co. Incorporated, Banc of America LLC and Credit Suisse First Boston
LLC or any other registration rights agreement providing for the registration of
any Notes under the Securities Act.

          "REGISTRATION STATEMENT" means the Registration Statement as defined
and described in the Registration Rights Agreement.

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the June 1 or December 1 (whether or not a Business Day) next
preceding such Interest Payment Date.

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

          "REPLACEMENT ASSETS" means, on any date, property or assets (other
than current assets) of a nature or type or that are used in a business (or an
Investment in a company having

                                       20
<Page>

property or assets of a nature or type, or engaged in a business) similar or
related to the nature or type of the property and assets of, or the business of,
the Company and its Restricted Subsidiaries existing on such date.

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

          "RESTRICTED PAYMENTS" has the meaning provided in SECTION 4.04.

          "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

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

          "S&P" means Standard & Poor's, a division of The McGraw-Hill
Companies, and its successors.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SECURITY AGREEMENT" means the Security Agreement to be dated on or
about the Closing Date among the Collateral Agent, the Trustee, Holdings, the
Company and the Subsidiaries of the Company party thereto, granting, among other
things, a second priority Lien on the Collateral described therein in favor of
the Collateral Agent for the benefit of the Trustee and holders of the Notes, as
amended, modified, restated, supplemented or replaced from time to time.

          "SECURITY DOCUMENTS" means, collectively, the Security Agreement, the
Intercreditor Agreement, the Pledge Agreement and all other security agreements,
pledges, collateral assignments or other instruments evidencing or creating any
Security Interests in favor of the Collateral Agent, for the benefit of the
Trustee and holders of the Notes, in all or any portion of the Collateral, in
each case, as amended, modified, restated, supplemented or replaced from time to
time.

          "SECURITY INTERESTS" means the Liens on the Collateral created by the
Security Documents in favor of the Collateral Agent for the benefit of the
Trustee and the holders of the Notes.

          "SECURITY REGISTER" has the meaning provided in SECTION 2.04.

          "SENIOR COLLATERAL AGENT" means Bank of America, N.A., as collateral
agent for the Holders of the Senior Lender Claims and any successors.

          "SENIOR LENDER CLAIMS" has the meaning provided in SECTION 11.01.

                                       21
<Page>

          "SENIOR LIENS" means the Liens on the Collateral granted by the
Company or any Guarantor to secure the payment and performance of all or any
Senior Lender Claims, and all replacements, renewals and other modifications of
such Liens.

          "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

          "SIGNIFICANT SUBSIDIARY" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (1) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company and its Restricted Subsidiaries or (2) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Company for such fiscal year.

          "STATED MATURITY" means, (1) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (2) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

          "SUBSIDIARY GUARANTEE" has the meaning provided in SECTION 4.07.

          "SUBSIDIARY GUARANTOR" means any Restricted Subsidiary which provides
a Note Guarantee of the Company's obligations under this Indenture and the Notes
pursuant to SECTION 4.07, and its successors until released in accordance with
the terms of this Indenture.

          "SURVIVING PERSON" has the meaning provided in SECTION 5.01.

          "TEMPORARY CASH INVESTMENT" means any of the following:

          (1) direct obligations of the United States of America or any agency
     thereof or obligations fully and unconditionally guaranteed by the United
     States of America or any agency thereof, in each case maturing within one
     year unless such obligations are deposited by the Company (x) to defease
     any Indebtedness or (y) in a collateral or escrow account or similar
     arrangement to prefund the payment of interest on any indebtedness;

          (2) 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 $100 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

                                       22
<Page>

     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 or trust company meeting the qualifications described in
     clause (2) above;

          (4) commercial paper, maturing not more than one year 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, any state thereof 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 or "A-1" (or
     higher) according to S&P;

          (5) securities with maturities of six months or less from the date of
     acquisition issued or fully and unconditionally 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 S&P or Moody's; and

          (6) any mutual fund that has at least 95% of its assets continuously
     invested in investments of the types described in clauses (1) through (5)
     above.

          "TIA" or "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date this Indenture
was executed, except as provided in SECTION 9.06.

          "TRADE PAYABLES" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

          "TRANSACTION DATE" means, with respect to the Incurrence of any
Indebtedness, the date such Indebtedness is to be Incurred and, with respect to
any Restricted Payment, the date such Restricted Payment is to be made.

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

          "UNITED STATES BANKRUPTCY CODE" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal Bankruptcy Law.

          "UNRESTRICTED SUBSIDIARY" means (1) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below; and (2) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly

                                       23
<Page>

formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, the Company or any Restricted Subsidiary, PROVIDED that (A) any Guarantee by
the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary
being so designated shall be deemed an "Incurrence" of such Indebtedness and an
"Investment" by the Company or such Restricted Subsidiary (or both, if
applicable) at the time of such designation; (B) either (I) the Subsidiary to be
so designated has total assets of $1,000 or less or (II) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under SECTION
4.04 and (C) if applicable, the Incurrence of Indebtedness and the Investment
referred to in clause (A) of this proviso would be permitted under SECTION 4.03
and SECTION 4.04. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary, PROVIDED that (a) no Default or Event
of Default shall have occurred and be continuing at the time of or after giving
effect to such designation and (b) all Liens and Indebtedness of such
Unrestricted Subsidiary outstanding immediately after such designation would, if
Incurred at such time, have been permitted to be Incurred (and shall be deemed
to have been Incurred) for all purposes of this Indenture. Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an officers' certificate certifying that such designation
complied with the foregoing provisions.

          "U.S. GLOBAL NOTES" has the meaning provided in SECTION 2.01.

          "U.S. GOVERNMENT OBLIGATIONS" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, PROVIDED that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

          "U.S. PHYSICAL NOTES" has the meaning provided in SECTION 2.01.

          "VOTING STOCK" means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

          "WHOLLY OWNED" means, with respect to any Subsidiary of any Person,
the ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.

                                       24
<Page>

          SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder or a Noteholder;

          "indenture to be qualified" means this Indenture;

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

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

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

          SECTION 1.03. RULES OF CONSTRUCTION. Unless the context otherwise
requires:

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

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

          (iii)   "or" is not exclusive;

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

          (v)     provisions apply to successive events and transactions;

          (vi)    "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;

          (vii)   all ratios and computations based on GAAP contained in this
     Indenture shall be computed in accordance with the definition of GAAP set
     forth in SECTION 1.01; and

          (viii)  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 shall be substantially in the form attached hereto as Exhibit
A with such

                                       25
<Page>

appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture. The Notes may have notations, legends
or endorsements required by law, stock exchange agreements to which the Company
or the Guarantor are subject, or usage. The Company shall approve the form of
the Notes and any notation, legend or endorsement on the Notes. Each Note shall
be dated the date of its authentication.

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

          Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes, without interest
coupons, in registered form (the "U.S. GLOBAL NOTES") registered in the name of
the nominee of the Depositary, deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the U.S. Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, in
accordance with the instructions given by the Holder thereof, as hereinafter
provided.

          Notes issued pursuant to SECTIONS 2.06 AND 2.07 in exchange for
interests in the U.S. Global Notes shall be in the form of permanent
certificated Notes, without interest coupons, in registered form (the "U.S.
PHYSICAL NOTES").

          Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global Notes in registered form, without interest coupons (the "OFFSHORE GLOBAL
NOTES"), registered in the name of the nominee of the Depositary, deposited with
the Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Offshore Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          Notes issued pursuant to SECTIONS 2.06 AND 2.07 in exchange for
interests in the Offshore Global Notes shall be in the form of permanent
certificated Notes, without interest coupons, in registered form (the "OFFSHORE
PHYSICAL NOTES").

          Exchange Notes exchanged for interests in the U.S. Global Note and the
Offshore Global Note will be issued in the form of a permanent global Note,
without interest coupons, substantially in the form of EXHIBIT A, deposited with
the Trustee as hereinafter provided, including the appropriate legend set forth
in SECTION 2.02 (the "EXCHANGE GLOBAL NOTE"). The Exchange Global Note may be
represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate.

          Exchange Notes exchanged for interests in a U.S. Physical Note will be
issued in the form of permanent certificated Notes, without interest coupons,
substantially in the form of EXHIBIT A hereto (the "U.S. Physical Exchange
Note"). Exchange Notes exchanged for interests

                                       26
<Page>

in an Offshore Physical Note will be issued in the form of permanent
certificated Notes, without interest coupons, substantially in the form of
EXHIBIT A hereto (the "Offshore Physical Exchange Note").

          The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "PHYSICAL NOTES." The U.S. Global Notes,
the Offshore Global Notes and the Exchange Global Notes are sometimes referred
to herein as the "GLOBAL NOTES."

          The definitive Notes of 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.

          SECTION 2.02. RESTRICTIVE LEGENDS. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) the
U.S. Global Notes and U.S. Physical Notes shall bear the legend set forth below
on the face thereof and (ii) the Offshore Physical Notes and Offshore Global
Notes shall bear the legend set forth below on the face thereof until at least
the 41st day after the initial issuance date of such Note and receipt by the
Company and the Trustee of a certificate substantially in the form of EXHIBIT B
hereto.

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
     SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
     PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
     HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
     BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN
     INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3)
     OR (7) OF REGULATION D UNDER THE SECURITIES ACT), OR (C) IT IS NOT A U.S.
     PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
     WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,
     WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT
     AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE
     TRANSFER THIS NOTE, EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
     (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
     THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
     ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE
     A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
     TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN
     BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN
     AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
     ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
     SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN

                                       27
<Page>

     COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
     EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
     (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH
     PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
     EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN
     THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER
     THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE
     BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER
     AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS
     AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
     TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
     OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
     CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR
     IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED
     STATES", AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
     TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
     FOREGOING RESTRICTIONS.

          Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
     HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
     NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
     THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
     GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
     RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.

                                       28
<Page>

          SECTION 2.03. EXECUTION, AUTHENTICATION AND DENOMINATIONS. Subject to
Article Four and applicable law, the aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is unlimited. The Notes
shall be executed by two Officers of the Company. The signature of these
Officers on the Notes may be by facsimile or manual signature in the name and on
behalf of the Company.

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

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

          At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Notes in the aggregate principal
amount specified in such Company Order; PROVIDED that the Trustee shall be
entitled to receive an Officers' Certificate and an Opinion of Counsel of the
Company in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and, in case of an issuance of
Notes at any time following the Closing Date, shall certify that such issuance
is in compliance with Article Four.

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

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

          SECTION 2.04. REGISTRAR AND PAYING AGENT. The Company shall maintain
an office or agency where Notes may be presented for registration of transfer or
for exchange (the "REGISTRAR"), an office or agency where Notes may be presented
for payment (the "PAYING AGENT") and an office or agency where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served, which shall be in the Borough of Manhattan, The City of New York. The
Company shall cause the Registrar to keep a register of the Notes and of their
transfer and exchange (the "SECURITY REGISTER"). The Security Register shall be
in written form or any other form capable of being converted into written form
within a reasonable time. The Company may have one or more co-Registrars and one
or more additional Paying Agents.

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

                                       29
<Page>

demands. The Company may remove any Agent upon written notice to such Agent and
the Trustee; PROVIDED that no such removal shall become effective until (i) the
acceptance of an appointment by a successor Agent to such Agent as evidenced by
an appropriate agency agreement entered into by the Company and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso. The Company, any Subsidiary of the
Company, or any Affiliate of any of them may act as Paying Agent, Registrar or
co-Registrar, and/or agent for service of notice and demands.

          The Company initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands. The Trustee
shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee as of each Regular Record Date and at such other
times as the Trustee may reasonably request the names and addresses of Holders
as they appear in the Security Register, including the aggregate principal
amount of Notes held by each Holder.

          SECTION 2.05. PAYING AGENT TO HOLD MONEY IN TRUST. Not later than
10:00 a.m. (New York City time) each due date of the principal, premium, if any,
and interest on Notes, the Company shall deposit with the Paying Agent money in
immediately available funds sufficient to pay such principal, premium, if any,
and interest so becoming due. The Company shall require each Paying Agent other
than the Trustee to agree in writing that such Paying Agent shall hold in trust
for the benefit of the Holders or the Trustee all money held by the Paying Agent
for the payment of principal of, premium, if any, and interest on such Notes
(whether such money has been paid to it by the Company or any other obligor on
such Notes), and such Paying Agent shall promptly notify the Trustee of any
default by the Company (or any other obligor on such Notes) in making any such
payment. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and account for any funds 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 pay all money held by it
to the Trustee and to account for any funds disbursed. Upon doing so, the Paying
Agent shall have no further liability for the money so paid over to the Trustee.
If the Company or any Subsidiary of the Company or any Affiliate of any of them
acts as Paying Agent, it will, on or before each due date of any principal of,
premium, if any, or interest on such Notes, segregate and hold in a separate
trust fund for the benefit of the Holders a sum of money sufficient to pay such
principal, premium, if any, or interest so becoming due until such sum of money
shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee of its action or failure to act.

          SECTION 2.06. TRANSFER AND EXCHANGE. The Notes are issuable only in
registered form, without interest coupons. A Holder may transfer a Note only by
written application to the Registrar stating the name of the proposed transferee
and otherwise complying with the terms of this Indenture. No such transfer shall
be effected until, and such transferee shall succeed to the rights of a Holder
only upon, final acceptance and registration of the transfer by the Registrar in
the Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee, and any agent of the Company shall
treat the person

                                       30
<Page>

in whose name the Note is registered as the owner thereof for all purposes
whether or not the Note shall be overdue, and none of the Company, the Trustee,
or any such agent shall be affected by notice to the contrary. Furthermore, 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 records maintained by the Holder of such Global Note or its agent (with
respect to interests of participants) and the records of participants (with
respect to interests of persons other than participants) and that ownership of a
beneficial interest in the Note shall be required to be reflected in a book
entry. When Notes are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations (including an exchange of
Notes for Exchange Notes), the Registrar shall register the transfer or make the
exchange as requested if its requirements for such transactions are met
(including that such Notes are duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and Registrar duly
executed by the Holder thereof or by an attorney who is authorized in writing to
act on behalf of the Holder); PROVIDED that no exchanges of Notes for Exchange
Notes shall occur until a Registration Statement shall have been declared
effective by the Commission and that any Notes that are exchanged for Exchange
Notes shall be cancelled by the Trustee. To permit registrations of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Notes at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange or redemption of the Notes, 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 other similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3.08 or 9.04).

          The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes selected for redemption under SECTION 3.03 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

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

          SECTION 2.07. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a) The U.S.
Global Notes and Offshore Global Notes initially shall (i) be registered in the
name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in SECTION 2.02.

          Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Note, and the Depositary may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by

                                       31
<Page>

the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any Note.

          (b)     Transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in Global Notes may be
transferred in accordance with the rules and procedures of the Depositary and
the provisions of SECTION 2.08. In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Notes or the Offshore Global
Notes, as the case may be, if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the U.S. Global Notes or the
Offshore Global Notes, as the case may be, and a successor depositary is not
appointed by the Company within 90 days of such notice, (ii) the Depository
ceases to be registered as a "clearing agency" under the Exchange Act and a
successor depository is not appointed by the Company within 90 days of such
notice, (iii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary or (iii) in accordance with
the rules and procedures of the Depositary and the provisions of SECTION 2.08.

          (c)     Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in such other Global Note and, accordingly, will thereafter
be subject to all transfer restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Note for as long as it remains such
an interest.

          (d)     In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (b) of
this SECTION 2.07, the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the
case may be, of like tenor and amount.

          (e)     In connection with the transfer of the U.S. Global Notes or
the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph
(b) of this SECTION 2.07, the U.S. Global Notes or Offshore Global Notes, as the
case may be, shall be deemed to be surrendered to the Trustee for cancelation,
and the Company shall execute, and the Trustee shall authenticate and deliver,
to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the
case may be, an equal aggregate principal amount of U.S. Physical Notes or
Offshore Physical Notes, as the case may be, of authorized denominations.

          (f)     Any U.S. Physical Note delivered in exchange for an interest
in the U.S. Global Notes pursuant to paragraph (b), (d) or (e) of this SECTION
2.07 shall, except as otherwise provided by paragraph (e) of SECTION 2.08, bear
the legend regarding transfer restrictions applicable to the U.S. Physical Note
set forth in SECTION 2.02.

                                       32
<Page>

          (g)     Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of
this SECTION 2.07 shall, except as otherwise provided by paragraph (e) of
SECTION 2.08, bear the legend regarding transfer restrictions applicable to
Offshore Physical Notes set forth in SECTION 2.02.

          (h)     The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action that a Holder is
entitled to take under this Indenture or the Notes.

          SECTION 2.08. SPECIAL TRANSFER PROVISIONS. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

          (a)     TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Note to any Institutional Accredited Investor that is not
a QIB (excluding Non-U.S. Persons):

          (i)     The Registrar shall register the transfer of any Note, whether
     or not such Note bears the Private Placement Legend, if (x) the requested
     transfer is after the time period referred to in Rule 144(k) under the
     Securities Act or (y) the proposed transferee has delivered to the
     Registrar (A) a certificate substantially in the form of EXHIBIT E hereto
     and (B) if the aggregate principal amount of the Notes being transferred is
     less than $100,000, an opinion of counsel acceptable to the Company that
     such transfer is in compliance with the Securities Act.

          (ii)    If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (i) above and (y)
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Notes in an
     amount equal to the principal amount of the beneficial interest in the U.S.
     Global Notes to be transferred, and the Company shall execute, and the
     Trustee shall authenticate and deliver, one or more U.S. Physical Notes of
     like tenor and amount.

          (b)     TRANSFERS TO QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note to a QIB
(excluding Non-U.S. Persons):

          (i)     The Registrar shall register the transfer of any Note if the
     Note to be transferred consists of either Offshore Physical Notes, Offshore
     Global Notes, U.S. Global Notes or U.S. Physical Notes, prior to the
     removal of the Private Placement Legend and such transfer is being made by
     a proposed transferor who has checked the box provided for on the form of
     Note stating, or has otherwise advised the Company and the Registrar in
     writing, that the sale has been made in compliance with the provisions of
     Rule 144A to a transferee who has signed a certificate substantially in the
     form of Exhibit C stating, or has otherwise advised the Company and the
     Registrar in writing, that it is purchasing the Note for its own account or
     an account with respect to which it exercises

                                       33
<Page>

     sole investment discretion and that it and any such account is a QIB within
     the meaning of Rule 144A and is aware that the sale to it is being made in
     reliance on Rule 144A and acknowledges that it has received such
     information regarding the Company as it has requested pursuant to Rule 144A
     or has determined not to request such information and that it is aware that
     the transferor is relying upon its foregoing representations in order to
     claim the exemption from registration provided by Rule 144A.

          (ii)    If the proposed transferee is an Agent Member, and the Note to
     be transferred consists of U.S. Physical Notes, upon receipt by the
     Registrar of the documents referred to in paragraph (i) above and
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and an increase in the principal amount of U.S. Global Notes in an amount
     equal to the principal amount of the U.S. Physical Notes to be transferred,
     and the Trustee shall cancel the U.S. Physical Notes so transferred.

          (c)     TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL NOTES OR
OFFSHORE PHYSICAL NOTES. The following provisions shall apply with respect to
any transfer of interests in Offshore Global Notes or Offshore Physical Notes:

          (i)     prior to the removal of the Private Placement Legend from the
     Offshore Global Notes or Offshore Physical Notes pursuant to SECTION 2.02,
     the Registrar shall refuse to register such transfer unless such transfer
     complies with paragraphs (a), (b) or (d) of this SECTION 2.08, as the case
     may be, and

          (ii)    after removal of the Private Placement Legend, the Registrar
     shall register the transfer of any such Note without requiring any
     additional certification.

          (d)     TRANSFERS TO NON-U.S. PERSONS AT ANY TIME. The following
provisions shall apply with respect to any transfer of a Note to a Non-U.S.
Person:

          (i)     The Registrar shall register any proposed transfer to any
     Non-U.S. Person if the Note to be transferred is a U.S. Physical Note, an
     Offshore Physical Note or an interest in U.S. Global Notes or the Offshore
     Global Notes, upon receipt of a certificate substantially in the form of
     EXHIBIT D hereto from the proposed transferor.

          (ii)    (a) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes or the Offshore Global Notes,
     upon receipt by the Registrar of (x) the documents, if any, required by
     paragraph (ii) and (y) instructions in accordance with the Depositary's and
     the Registrar's procedures, the Registrar shall reflect on its books and
     records the date and a decrease in the principal amount of the U.S. Global
     Notes or the Offshore Global Notes in an amount equal to the principal
     amount of the beneficial interest in the U.S. Global Notes or the Offshore
     Global Notes to be transferred, and (b) if the proposed transferee is an
     Agent Member, upon receipt by the Registrar of instructions given in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and an increase
     in the principal amount of the Offshore Global Notes in an amount equal to
     the principal amount of the U.S. Physical Notes, the Offshore Physical
     Notes or the U.S. Global Notes

                                       34
<Page>

     or the Offshore Global Notes, as the case may be, to be transferred, and
     the Trustee shall cancel the Physical Note, if any, so transferred or
     decrease the amount of the U.S. Global Notes or the Offshore Global Note,
     as the case may be.

          (e)     PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the Private Placement Legend is no longer required by SECTION 2.02,
or (ii) the circumstances contemplated by paragraph (a)(i)(x) of this SECTION
2.08 exist or (iii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.

          (f)     GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note unless such
transfer complies with the restrictions on transfer of such Note set forth in
this Indenture. In connection with any transfer of Notes, each Holder agrees by
its acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; PROVIDED that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.07 or this Section 2.08.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

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

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

          SECTION 2.09. REPLACEMENT NOTES. If a mutilated Note is surrendered to
the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, there

                                       35
<Page>

has been delivered to the Company and the Trustee evidence to their satisfaction
of the destruction, loss or wrongful taking, and such security or indemnity as
may be satisfactory to the Company or the Trustee to save each of them and any
agent of either of them harmless, which, if required by the Company or the
Trustee, may be an indemnity bond, 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; PROVIDED that the requirements of this Section
2.09 are met. The Company may charge such Holder for its expenses and the
expenses of the Trustee in replacing a Note. In case any such 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 is an additional obligation of the Company and
the Guarantor and shall be entitled to the benefits of this Indenture.

          SECTION 2.10. OUTSTANDING NOTES. Notes outstanding at any time are all
Notes that have been authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancelation and those described in this SECTION
2.10 as not outstanding.

          If a Note is replaced pursuant to SECTION 2.09, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a BONA FIDE purchaser.

          If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the redemption date or the maturity date money sufficient to
pay Notes (or portions thereof) to be redeemed or maturing on that date, then on
and after that date such Notes cease to be outstanding and interest on them
shall cease to accrue.

          A Note does not cease to be outstanding because the Company or one of
its Affiliates holds such Note, PROVIDED, HOWEVER, that in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of
the Trustee has actual knowledge to be so owned shall be so disregarded. Notes
so owned that 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 2.11. TEMPORARY NOTES. Until definitive Notes are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If

                                       36
<Page>

temporary Notes are issued, the Company will cause definitive Notes to be
prepared without unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the temporary Notes at the office or agency of the Company designated for such
purpose pursuant to SECTION 4.02, without charge to the Holder. Upon surrender
for cancelation of any one or more temporary Notes, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations representing an
equal principal amount of Notes. Until so exchanged, the temporary Notes shall
be entitled to the same benefits under this Indenture as definitive Notes.

          SECTION 2.12. CANCELATION. The Company at any time may deliver to the
Trustee for cancelation any Notes previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancelation any Notes previously authenticated
hereunder that the Company has not issued and sold. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for transfer,
exchange or payment. The Trustee shall cancel all Notes surrendered for
transfer, exchange, payment or cancelation and shall dispose of them in
accordance with its normal procedures, including delivery of a certificate (a
"CERTIFICATE OF DESTRUCTION") describing such Notes disposed (subject to the
record retention requirements of the Exchange Act). The Company may not issue
new Notes to replace Notes it has (i) paid or (ii) delivered to the Trustee for
cancelation for any reason, except in the case of (ii) above, other than in
connection with a transfer or exchange.

          SECTION 2.13. CUSIP NUMBERS. The Company in issuing the Notes may use
"CUSIP", "CINS" or "ISIN" numbers (if then generally in use), and the Company
and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders; PROVIDED that any
such notice shall state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such CUSIP numbers. The Company
shall promptly notify the Trustee of any change in "CUSIP", "CINS" or "ISIN"
numbers for the Notes.

          SECTION 2.14. DEFAULTED INTEREST. If the Company defaults in a payment
of interest on the Notes, such interest shall forthwith cease to be payable to
the Holder on the regular record date by virtue of having been such Holder, and
it shall (i) pay, or shall deposit with the Paying Agent money in immediately
available funds sufficient to pay, the defaulted interest, plus (to the extent
lawful) any interest payable on the defaulted interest, to the Persons who are
Holders of the Notes on a subsequent special record date and (ii) pay 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 of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee. A special record
date, as used in this SECTION 2.14 with respect to the payment of any defaulted
interest, shall mean the 15th day next preceding the date fixed by the Company
for the payment of defaulted interest, whether or not such day is a Business
Day. At least 15 days before the subsequent special record date, the Company
shall mail to each Holder and to the Trustee a

                                       37
<Page>

notice that states the subsequent special record date, the payment date and the
amount of defaulted interest to be paid.

                                  ARTICLE THREE
                                   REDEMPTION

          SECTION 3.01. RIGHT OF REDEMPTION. (a) The Notes are redeemable, at
the Company's option, in whole or in part, at any time or from time to time, on
or after June 15, 2007 and prior to maturity, upon not less than 30 nor more
than 60 days' prior notice mailed by first-class mail to each Holder's last
address, as it appears in the Security Register, at the following Redemption
Prices (expressed in percentages of principal amount), plus accrued and unpaid
interest to the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date), if redeemed during the 12-month
period commencing June 15 of the years set forth below:

<Table>
<Caption>
                   Year                    Redemption Price
                   ----                    ----------------
                  <S>                           <C>
                  2007.................         105.0%
                  2008.................         102.5%
                  2009.................         100.0%
</Table>

          (b)     In addition, at any time prior to June 15, 2006, the Company
may redeem up to 35% of the aggregate principal amount of the Notes with the Net
Cash Proceeds of one or more sales of Capital Stock of the Company (other than
Disqualified Stock) or a capital contribution to the Company's common equity, at
any time as a whole or from time to time in part, at a Redemption Price
(expressed as a percentage of principal amount) of 110%, plus accrued and unpaid
interest to the Redemption Date (subject to the rights of Holders of record on
the relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date); PROVIDED that (i) at least $150
million aggregate principal amount of Notes remains outstanding after each such
redemption and (ii) notice of such redemption is mailed within 60 days after
such sale of Capital Stock.

          SECTION 3.02. NOTICES TO TRUSTEE. If the Company elects to redeem
Notes pursuant to SECTION 3.01, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed and the clause
of this Indenture pursuant to which redemption shall occur.

          The Company shall give each notice provided for in this SECTION 3.02
at least 45 days before days before the Redemption Date (unless a shorter period
shall be satisfactory to the Trustee).

          SECTION 3.03. SELECTION OF NOTES TO BE REDEEMED. If less than all of
the Notes are to be redeemed at any time, the Trustee shall select the Notes to
be redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not listed on a national securities exchange or automated quotation

                                       38
<Page>

system, by lot or by such other method as the Trustee in its sole discretion
shall deem fair and appropriate; PROVIDED that no Note of $1,000 in principal
amount or less shall be redeemed in part.

          The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption. Notes in denominations of $1,000 in
principal amount may only be redeemed in whole. The Trustee may select for
redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1,000 in
principal amount. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.

          SECTION 3.04. NOTICE OF REDEMPTION. With respect to any redemption of
Notes pursuant to SECTION 3.01, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail, or cause to be mailed, a
notice of redemption by first-class mail to each Holder whose Notes are to be
redeemed.

          The notice shall identify the Notes (including CUSIP, CINS or ISIN
numbers, if any) to be redeemed and shall state:

          (i)     the Redemption Date;

          (ii)    the Redemption Price;

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

          (iv)    that Notes called for redemption must be surrendered to the
     Paying Agent in order to collect the Redemption Price;

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

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

          (vii)   that, if any Note contains a CUSIP, CINS or ISIN number as
     provided in SECTION 2.13, no representation is being made as to the
     correctness of the CUSIP, CINS or ISIN number either as printed on the
     Notes or as contained in the notice of redemption and that reliance may be
     placed only on the other identification numbers printed on the Notes.

                                       39
<Page>

          At the Company's request (which request may be revoked by the Company
at any time prior to the time at which the Trustee shall have given such notice
to the Holders), made in writing to the Trustee at least 45 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders, the Company shall concurrently deliver to the Trustee an Officers'
Certificate stating that such notice has been given.

          SECTION 3.05. EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. Upon surrender of any Notes to the
Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued
interest, if any, to the Redemption Date.

          Notice of redemption shall be deemed to be given when mailed, whether
or not the Holder receives the notice. In any event, failure to give such
notice, or any defect therein, shall not affect the validity of the proceedings
for the redemption of Notes held by Holders to whom such notice was properly
given.

          SECTION 3.06. DEPOSIT OF REDEMPTION PRICE. On or prior to 10:00 a.m.,
New York City time, on any Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company is acting as its own Paying Agent, shall
segregate and hold in trust as provided in SECTION 2.05) money sufficient to pay
the Redemption Price, of and accrued interest on, all Notes to be redeemed on
that date other than Notes or portions thereof called for redemption on that
date that have been delivered by the Company to the Trustee for cancelation.

          SECTION 3.07. PAYMENT OF NOTES CALLED FOR REDEMPTION. If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued interest, if any, to such Redemption Date, and on and after such date
(unless the Company shall default in the payment of such Notes at the Redemption
Price and accrued interest, if any, to the Redemption Date, in which case the
principal, until paid, shall bear interest from the Redemption Date at the rate
prescribed in the Notes), such Notes shall cease to accrue interest. Upon
surrender of any Note for redemption in accordance with a notice of redemption,
such Note shall be paid and redeemed by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; PROVIDED that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders registered as such at the close of business
on the relevant Regular Record Date.

          SECTION 3.08. NOTES REDEEMED IN PART. Upon surrender of any Note that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder without service charge, a new Note equal
in principal amount to the unredeemed portion of such surrendered Note upon
cancelation of the original Note; PROVIDED that each such new Note will be in a
principal amount of $1,000 or integral multiple thereof.

                                       40
<Page>

                                  ARTICLE FOUR
                                    COVENANTS

          SECTION 4.01. PAYMENT OF NOTES. The Company shall pay, or cause to be
paid, the principal of, premium, if any, and interest on the Notes on the dates
and in the manner provided in the Notes and this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the date due
if the Trustee or Paying Agent (other than the Company, a Subsidiary of the
Company, or any Affiliate of any of them) holds as of 10:00 a.m. (New York City
time) on that date money designated for and sufficient to pay the installment.
If the Company or any Subsidiary of the Company or any Affiliate of any of them
acts as Paying Agent, an installment of principal, premium, if any, or interest
shall be considered paid on the due date if the entity acting as Paying Agent
complies with the last sentence of SECTION 2.05. As provided in SECTION 6.09,
upon any bankruptcy or reorganization procedure relative to the Company, the
Trustee shall serve as the Paying Agent, if any, for the Notes. The Company
shall pay interest on overdue principal and premium, if any, and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified in the Notes.

          SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in SECTION 12.02.

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

          The Company hereby initially designates the Corporate Trust Office of
the Trustee as such office of the Company in accordance with SECTION 2.04.

          SECTION 4.03. LIMITATION ON INDEBTEDNESS. (a) The Company will not,
and will not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness (other than the Notes, the Note Guarantees and other Indebtedness
existing on the Closing Date), PROVIDED that the Company or any Subsidiary
Guarantor may Incur Indebtedness, if, after giving effect to the Incurrence of
such Indebtedness and the receipt and application of the proceeds therefrom, the
Interest Coverage Ratio would be greater than 2.0:1, for Indebtedness Incurred
on or prior to March 31, 2005, and 2.25:1, for Indebtedness Incurred thereafter.

                                       41
<Page>

          Notwithstanding the foregoing, the Company and any Restricted
Subsidiary (except as specified below) may Incur each and all of the following:

          (i)     Indebtedness of the Company or any Subsidiary Guarantor under
     the Credit Agreement outstanding at any time in an aggregate principal
     amount not to exceed the greater of (A) $70 million, less any amount of
     such Indebtedness permanently repaid as provided under SECTION 4.11 and (B)
     the amount equal to the sum of 85% of the consolidated net book value of
     accounts receivable and 65% of the consolidated net book value of inventory
     of the Company and its Restricted Subsidiaries as determined in accordance
     with GAAP as of the most recently ended fiscal quarter of the Company for
     which reports have been filed with the Commission or provided to the
     Trustee;

          (ii)    Indebtedness owed (A) to the Company or any Subsidiary
     Guarantor evidenced by an unsubordinated promissory note or (B) to any
     other Restricted Subsidiary, PROVIDED that (x) any event that results in
     any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
     subsequent transfer of such Indebtedness (other than to the Company or
     another Restricted Subsidiary) shall be deemed, in each case, to constitute
     an Incurrence of such Indebtedness not permitted by this clause (ii) and
     (y) if the Company or any Subsidiary Guarantor is the obligor on such
     Indebtedness, such Indebtedness must be expressly subordinated in right of
     payment to the Notes, in the case of the Company or the Note Guarantee, in
     the case of a Subsidiary Guarantor;

          (iii)   Indebtedness issued in exchange for, or the net proceeds of
     which are used to refinance, defease, renew or refund, then outstanding
     Indebtedness (other than Indebtedness outstanding under clause (i), (ii) or
     (v)) and any refinancings thereof in an amount not to exceed the amount so
     refinanced or refunded (plus premiums, accrued interest, fees and
     expenses), PROVIDED that (a) Indebtedness the proceeds of which are used to
     refinance or refund the Notes or Indebtedness that is PARI PASSU with, or
     subordinated in right of payment to, the Notes or a Note Guarantee shall
     only be permitted under this clause (iii) if (x) in case the Notes are
     refinanced in part or the Indebtedness to be refinanced is PARI PASSU with
     the Notes or a Note Guarantee, such new Indebtedness, by its terms or by
     the terms of any agreement or instrument pursuant to which such new
     Indebtedness is outstanding, is expressly made PARI PASSU with, or
     subordinate in right of payment to, the remaining Notes or the Note
     Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated
     in right of payment to the Notes or a Note Guarantee, such new
     Indebtedness, by its terms or by the terms of any agreement or instrument
     pursuant to which such new Indebtedness is issued or remains outstanding,
     is expressly made subordinate in right of payment to the Notes or the Note
     Guarantee at least to the extent that the Indebtedness to be refinanced is
     subordinated to the Notes or the Note Guarantee, (b) such new Indebtedness,
     determined as of the date of Incurrence of such new Indebtedness, does not
     mature prior to the Stated Maturity of the Indebtedness to be refinanced or
     refunded, and the Average Life of such new Indebtedness is at least equal
     to the remaining Average Life of the Indebtedness to be refinanced or
     refunded and (c) such new Indebtedness is Incurred by the Company or a
     Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on
     the Indebtedness to be refinanced or refunded;

                                       42
<Page>

          (iv)    Indebtedness of the Company, to the extent the net proceeds
     thereof are, as promptly as practicable (A) used to purchase Notes tendered
     in an Offer to Purchase made as a result of a Change in Control or (B)
     deposited to defease the Notes as set forth in Article Eight;

          (v)     Guarantees of the Notes and Guarantees of Indebtedness of the
     Company or any Subsidiary Guarantor by any Restricted Subsidiary, PROVIDED
     that the Guarantee of such Indebtedness is permitted by and made in
     accordance with SECTION 4.07;

          (vi)    the Incurrence by the Company or any Guarantor of
     Indebtedness, including, without limitation, Capitalized Lease Obligations,
     mortgage financings or purchase money obligations, Incurred for the purpose
     of financing all or any part of the purchase price or cost of construction
     or improvement of property, plant or equipment used in the business of the
     Company or such Guarantor, PROVIDED that the aggregate principal amount of
     such Indebtedness (together with refinancings thereof) Incurred in any
     fiscal year shall not exceed $5 million and that the aggregate principal
     amount of such Indebtedness outstanding at any time (together with
     refinancings thereof) shall not exceed $10 million; and

          (vii)   Indebtedness of the Company or any Subsidiary Guarantor (in
     addition to Indebtedness permitted under clauses (i) through (vi) above) in
     an aggregate principal amount outstanding at any time (together with
     refinancings thereof) not to exceed $20 million, less any amount of such
     Indebtedness permanently repaid as provided under SECTION 4.11.

          (b)     Notwithstanding any other provision of this SECTION 4.03, the
maximum amount of Indebtedness that may be Incurred pursuant to this SECTION
4.03 will not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.

          (c)     For purposes of determining any particular amount of
Indebtedness under this SECTION 4.03, (x) Indebtedness Incurred under the Credit
Agreement on or prior to the Closing Date shall be treated as Incurred pursuant
to clause (1) of the second paragraph of clause (a) of this SECTION 4.03, (y)
Guarantees, Liens or obligations with respect to letters of credit supporting
Indebtedness otherwise included in the determination of such particular amount
shall not be included and (z) any Liens granted pursuant to the equal and
ratable provisions referred to in SECTION 4.09 shall not be treated as
Indebtedness. For purposes of determining compliance with this SECTION 4.03, in
the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described above (other than Indebtedness referred to
in clause (x) of the preceding sentence), including under the first paragraph of
part (a), the Company, in its sole discretion, shall classify, and from time to
time may reclassify, such item of Indebtedness.

          (d)     The Company will not Incur any Indebtedness if such
Indebtedness is subordinate in right of payment to any other Indebtedness,
unless such Indebtedness is also subordinate in right of payment to the Notes to
the same extent. The Company will not permit any Subsidiary Guarantor to Incur
any Indebtedness, if such Indebtedness is subordinate in right

                                       43
<Page>

of payment to any other Indebtedness, unless such Indebtedness is also
subordinate in right of payment to the Note Guarantee of such Subsidiary
Guarantor to the same extent.

          SECTION 4.04. LIMITATION ON RESTRICTED PAYMENTS. (a) The Company will
not, and will not permit any Restricted Subsidiary to, directly or indirectly,
(1) declare or pay any dividend or make any distribution on or with respect to
its Capital Stock (other than (x) dividends or distributions payable solely in
shares of its Capital Stock (other than Disqualified Stock) or in options,
warrants or other rights to acquire shares of such Capital Stock and (y) pro
rata dividends or distributions on Common Stock of Restricted Subsidiaries
(other than Subsidiary Guarantors) held by minority stockholders) held by
Persons other than the Company or any of its Restricted Subsidiaries, (2)
purchase, call for redemption or redeem, retire or otherwise acquire for value,
any shares of Capital Stock of (A) the Company or any Subsidiary Guarantor
(including options, warrants or other rights to acquire such shares of Capital
Stock) held by any Person, or (B) a Restricted Subsidiary other than a
Subsidiary Guarantor (including options, warrants or other rights to acquire
such shares of Capital Stock) held by any Affiliate of the Company (other than a
Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such
holder) of 5% or more of the Capital Stock of the Company, (3) make any
voluntary or optional principal payment, or voluntary or optional redemption,
repurchase, defeasance, or other acquisition or retirement for value, of
Indebtedness of the Company that is subordinated in right of payment to the
Notes or any Indebtedness of a Subsidiary Guarantor that is subordinated in
right of payment to a Note Guarantee or (4) make any Investment, other than a
Permitted Investment, in any Person (such payments or any other actions
described in clauses (1) through (4) above being collectively "Restricted
Payments") if, at the time of, and after giving effect to, the proposed
Restricted Payment:

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

          (B)     the Company could not Incur at least $1.00 of Indebtedness
     under the first paragraph of SECTION 4.03(a); or

          (C)     the aggregate amount of all Restricted Payments made after the
     Closing Date shall exceed the sum of:

                  (1)     50% of the aggregate amount of the Adjusted
          Consolidated Net Income (or, if the Adjusted Consolidated Net Income
          is a loss, minus 100% of the amount of such loss) accrued on a
          cumulative basis during the period (taken as one accounting period)
          beginning on the first day of the fiscal quarter in which the Closing
          Date occurs and ending on the last day of the last fiscal quarter
          preceding the Transaction Date for which reports have been filed with
          the Commission or provided to the Trustee, PLUS

                  (2)     the aggregate Net Cash Proceeds received by the
          Company after the Closing Date as a capital contribution or from the
          issuance and sale of its Capital Stock (other than Disqualified Stock)
          to a Person who is not a Subsidiary of the Company, including an
          issuance or sale permitted by this Indenture of Indebtedness of the
          Company for cash subsequent to the Closing Date upon the conversion of
          such Indebtedness into Capital Stock (other than Disqualified

                                       44
<Page>

          Stock) of the Company, or from the issuance to a Person who is not a
          Subsidiary of the Company, of any options, warrants or other rights to
          acquire Capital Stock of the Company (in each case, exclusive of any
          Disqualified Stock or any options, warrants or other rights that are
          redeemable at the option of the holder, or are required to be
          redeemed, prior to the Stated Maturity of the Notes), PLUS

                  (3)     an amount equal to the net reduction in Investments
          (other than reductions in Permitted Investments) in any Person
          resulting from payments of interest on Indebtedness, dividends,
          repayments of loans or advances, or other transfers of assets, in each
          case to the Company or any Restricted Subsidiary or from the Net Cash
          Proceeds from the sale of any such Investment (except, in each case,
          to the extent any such payment or proceeds are included in the
          calculation of Adjusted Consolidated Net Income), from the release of
          any Guarantee or from redesignations of Unrestricted Subsidiaries as
          Restricted Subsidiaries (valued in each case as provided in the
          definition of "Investments"), not to exceed, in each case, the amount
          of Investments previously made by the Company or any Restricted
          Subsidiary in such Person or Unrestricted Subsidiary, PLUS

                  (4)     $5 million.

          (b) SECTION 4.04(a) shall not be violated by reason of:

                  (1)     the payment of any dividend or redemption of any
          Capital Stock within 60 days after the related date of declaration or
          call for redemption if, at said date of declaration or call for
          redemption, such payment or redemption would comply with the preceding
          paragraph;

                  (2)     the redemption, repurchase, defeasance or other
          acquisition or retirement for value of Indebtedness that is
          subordinated in right of payment to the Notes or any Note Guarantee
          including premium, if any, and accrued interest, with the proceeds of,
          or in exchange for, Indebtedness Incurred under clause (iii) of the
          second paragraph of SECTION 4.03(a), or under the first paragraph of
          SECTION 4.03(a);

                  (3)     the repurchase, redemption or other acquisition of
          Capital Stock of the Company or a Subsidiary Guarantor (or options,
          warrants or other rights to acquire such Capital Stock) in exchange
          for, or out of the proceeds of a capital contribution or a
          substantially concurrent offering of, shares of Capital Stock (other
          than Disqualified Stock) of the Company (or options, warrants or other
          rights to acquire such Capital Stock), PROVIDED that such options,
          warrants or other rights are not redeemable at the option of the
          holder, or required to be redeemed, prior to the Stated Maturity of
          the Notes;

                  (4)     the making of any principal payment or the repurchase,
          redemption, retirement, defeasance or other acquisition for value of
          Indebtedness that is subordinated in right of payment to the Notes or
          any Note Guarantee in exchange for, or out of the proceeds of a
          capital contribution or a substantially

                                       45
<Page>

          concurrent offering of, shares of the Capital Stock (other than
          Disqualified Stock) of the Company (or options, warrants or other
          rights to acquire such Capital Stock), PROVIDED that such options,
          warrants or other rights are not redeemable at the option of the
          holder, or required to be redeemed, prior to the Stated Maturity of
          the Notes;

                  (5)     the declaration or payment of dividends on Capital
          Stock (other than Disqualified Stock) of the Company in an aggregate
          amount not to exceed 6% of the Net Cash Proceeds received by the
          Company after the Closing Date from the sale of such Capital Stock;

                  (6)     Investments acquired as a capital contribution to, or
          in exchange for, or out of the proceeds of a substantially concurrent
          offering of, Capital Stock (other than Disqualified Stock) of the
          Company;

                  (7)     the repurchase of Capital Stock deemed to occur upon
          the exercise of options or warrants if such Capital Stock represents
          all or a portion of the exercise price thereof;

                  (8)     the payment of dividends or other distributions by the
          Company to Holdings in amounts required to pay the tax obligations of
          Holdings attributable to the Company and its Subsidiaries determined
          as if the Company and its Subsidiaries had filed a separate
          consolidated, combined or unitary return for the relevant taxing
          jurisdiction, PROVIDED that (x) the amount of dividends paid pursuant
          to this clause (8) to enable Holdings to pay federal and state income
          taxes (and franchise taxes based on income) at any time shall not
          exceed the amount of such federal and state income taxes (and
          franchise taxes based on income) actually owing by Holdings at such
          time to the respective tax authorities for the respective period and
          (y) any refunds received by Holdings or any of its Subsidiaries shall
          promptly be returned by Holdings to the Company through a capital
          contribution or purchase of Capital Stock (other than Disqualified
          Stock) of the Company;

                  (9)     payments to Holdings necessary for Holdings to pay
          corporate overhead expenses, not to exceed $250,000 in any fiscal
          year;

                  (10)    Investments in an aggregate amount not to exceed $5
          million;

                  (11)    payments or distributions to dissenting stockholders
          pursuant to applicable law, pursuant to or in connection with a
          consolidation, merger or transfer of assets of the Company that
          complies with the provisions of this Indenture applicable to mergers,
          consolidations and transfers of all or substantially all the property
          and assets of the Company;

                  (12)    payments by the Company to Holdings not to exceed an
          amount necessary to permit Holdings to (x) make payments in respect of
          its indemnification obligations owing to directors, officers or other
          Persons under Holdings' charter or by-laws or pursuant to written
          agreements with any such

                                       46
<Page>

          Person, or obligations in respect of director and officer insurance
          (including premiums therefor), or (y) satisfy its obligations, or by
          the Company to satisfy its obligations, under any registration rights
          agreement or (z) make payments in respect of indemnification
          obligations of Holdings in connection with any issuance of Capital
          Stock of Holdings by Holdings;

                  (13)    loans, advances, dividends or distributions by the
          Company to Holdings in order for Holdings to repurchase or otherwise
          acquire shares of Capital Stock of Holdings or options, warrants or
          rights to acquire shares of Capital Stock of Holdings, or the
          repurchase or other acquisition by the Company or any Restricted
          Subsidiary of shares of Capital Stock of Holdings or options, warrants
          or rights to acquire shares of Capital Stock of Holdings, from
          Management Investors, but in any event in an amount not in excess of
          the sum of (x) $2 million in cash consideration in any fiscal year,
          plus (y) any portion of the $2 million available under the preceding
          clause (x) in the prior fiscal year that was not utilized, plus (z)
          the Net Cash Proceeds received during such fiscal year by the Company
          from Holdings as an equity contribution out of the proceeds of the
          sale of Management Stock to any Management Investors (which Net Cash
          Proceeds shall be excluded from the calculation of amounts under
          clause (C)(2) of SECTION 4.04(a), PROVIDED, HOWEVER, that the
          aggregate amount of such repurchases or other acquisitions shall not
          exceed $12 million in cash consideration in the aggregate;

                  (14)    any Restricted Payment constituting part of the 2003
          Recapitalization; or

                  (15)    Restricted Payments in an aggregate amount not to
          exceed $5 million.

PROVIDED that, except in the case of clauses (1) and (3), no Default or Event of
Default shall have occurred and be continuing or occur as a consequence of the
actions or payments set forth therein.

          (c) Each Restricted Payment permitted pursuant to SECTION 4.04(b)
(other than the Restricted Payment referred to in clause (2) thereof, an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
clause (3) or (4) thereof and an Investment acquired as a capital contribution
or in exchange for Capital Stock referred to in clause (6) thereof), and the Net
Cash Proceeds from any issuance of Capital Stock referred to in clauses (3), (4)
or (6), shall be included in calculating whether the conditions of clause (C) of
SECTION 4.04(a) have been met with respect to any subsequent Restricted
Payments.

          (d) For purposes of determining compliance with this SECTION 4.04, (x)
the amount, if other than in cash, of any Restricted Payment shall be determined
in good faith by the Board of Directors of the Company, whose determination
shall be conclusive and evidenced by a Board Resolution and (y) in the event
that a Restricted Payment meets the criteria of more than one of the types of
Restricted Payments described in the above clauses, including SECTION 4.04(a),
the Company, in its sole discretion, may order and classify, and from time to
time may

                                       47
<Page>

reclassify, such Restricted Payment if it would have been permitted at the time
such Restricted Payment was made and at the time of such reclassification.

          SECTION 4.05. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES. (a) The Company will not, and will not
permit any Restricted Subsidiary to, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any Restricted Subsidiary to (i) pay dividends or make any
other distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

          (b) The foregoing provisions shall not restrict any encumbrances or
restrictions:

          (1)     existing on the Closing Date in this Indenture or any other
     agreements in effect on the Closing Date, and any extensions, refinancings,
     renewals or replacements of such agreements, PROVIDED that the encumbrances
     and restrictions in any such extensions, refinancings, renewals or
     replacements taken as a whole are no less favorable in any material respect
     to the Holders than those encumbrances or restrictions that are then in
     effect and that are being extended, refinanced, renewed or replaced;

          (2)     existing under or by reason of applicable law;

          (3)     arising pursuant to the Credit Agreement;

          (4)     existing with respect to any Person or the property or assets
     of such Person acquired by the Company or any Restricted Subsidiary,
     existing at the time of such acquisition and not incurred in contemplation
     thereof, which encumbrances or restrictions are not applicable to any
     Person or the property or assets of any Person other than such Person or
     the property or assets of such Person so acquired and any extensions,
     refinancings, renewals or replacements of thereof, PROVIDED that the
     encumbrances and restrictions in any such extensions, refinancings,
     renewals or replacements taken as a whole are no less favorable in any
     material respect to the Holders than those encumbrances or restrictions
     that are then in effect and that are being extended, refinanced, renewed or
     replaced;

          (5)     in the case of clause (iv) of SECTION 4.05(a):

                  (A)     that restrict in a customary manner the subletting,
          assignment or transfer of any property or asset that is a lease,
          license, conveyance or contract or similar property or asset;

                  (B)     existing by virtue of any transfer of, agreement to
          transfer, option or right with respect to, or Lien on, any property or
          assets of the Company or any Restricted Subsidiary not otherwise
          prohibited by this Indenture; or

                                       48
<Page>

                  (C)     arising or agreed to in the ordinary course of
          business, not relating to any Indebtedness, and that do not,
          individually or in the aggregate, detract from the value of property
          or assets of the Company or any Restricted Subsidiary in any manner
          material to the Company or any Restricted Subsidiary;

          (6)     with respect to a Restricted Subsidiary and imposed pursuant
     to an agreement that has been entered into for the sale or disposition of
     all or substantially all of the Capital Stock of, or property and assets
     of, such Restricted Subsidiary; or

          (7)     relating to a Subsidiary Guarantor and contained in the terms
     of any Indebtedness or any agreement pursuant to which such Indebtedness
     was issued if:

                  (A)     the encumbrance or restriction is not materially more
          disadvantageous to the Holders of the Notes than is customary in
          comparable financings (as determined by the Company in good faith),
          and

                  (B)     the Company determines that any such encumbrance or
          restriction will not materially affect the Company's ability to make
          principal or interest payments on the Notes.

          (c)     Nothing contained in this SECTION 4.05 shall prevent the
Company or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted by SECTION 4.09 or (2)
restricting the sale or other disposition of property or assets of the Company
or any of its Restricted Subsidiaries that secure Indebtedness of the Company or
any of its Restricted Subsidiaries.

          SECTION 4.06. LIMITATION ON THE ISSUANCE AND SALE OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES. The Company will not sell, and will not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except:

          (1)     to the Company or a Wholly Owned Restricted Subsidiary;

          (2)     issuances of director's qualifying shares or sales to foreign
     nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to
     the extent required by applicable law; or

          (3)     if, immediately after giving effect to such issuance or sale,
     such Restricted Subsidiary would no longer constitute a Restricted
     Subsidiary and any Investment in such Person remaining after giving effect
     to such issuance or sale would have been permitted to be made under SECTION
     4.04 if made on the date of such issuance or sale; or

          (4)     sales of Common Stock (including options, warrants or other
     rights to purchase shares of such Common Stock) of a Restricted Subsidiary
     by the Company or a Restricted Subsidiary, PROVIDED that the Company or
     such Restricted Subsidiary applies the Net Cash Proceeds of any such sale
     in accordance with clause (A) or (B) of SECTION 4.11.

                                       49
<Page>

          SECTION 4.07. LIMITATION ON ISSUANCES OF GUARANTEES BY RESTRICTED
SUBSIDIARIES. The Company will cause each Restricted Subsidiary created or
acquired (including any Unrestricted Subsidiary that is redesignated a
Restricted Subsidiary) after the date of this Indenture other than a Foreign
Subsidiary to execute and deliver a supplemental indenture to this Indenture
providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by
such Restricted Subsidiary.

          The Company will not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of
the Company or any other Subsidiary Guarantor, unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Subsidiary Guarantee by such Restricted Subsidiary.

          Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Subsidiary may provide by its terms that it shall be automatically
and unconditionally released and discharged upon (A) any sale, exchange or
transfer, to any Person not an Affiliate of the Company, of all of the Company's
and each Restricted Subsidiary's Capital Stock in such Restricted Subsidiary
(which sale, exchange or transfer is not prohibited by this Indenture) or (B)
the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in
accordance with the terms of this Indenture.

          SECTION 4.08. LIMITATION ON TRANSACTIONS WITH SHAREHOLDERS AND
AFFILIATES. (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or extend any
transaction (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any holder
(or any Affiliate of such holder) of 10% or more of any class of Capital Stock
of the Company or with any Affiliate of the Company or any Restricted
Subsidiary, except upon fair and reasonable terms no less favorable to the
Company or such Restricted Subsidiary than could be obtained, at the time of
such transaction or, if such transaction is pursuant to a written agreement, at
the time of the execution of the agreement providing therefor, in a comparable
arm's-length transaction with a Person that is not such a holder or an
Affiliate.

          (b) SECTION 4.08(a) does not limit, and shall not apply to:

          (1)     transactions (A) approved by a majority of the Disinterested
     Directors of the Company or (B) for which the Company or a Restricted
     Subsidiary delivers to the Trustee a written opinion of a nationally
     recognized investment banking, accounting, valuation or appraisal firm
     stating that the transaction is fair to the Company or such Restricted
     Subsidiary from a financial point of view;

          (2)     any transaction solely between the Company and any of its
     Wholly Owned Restricted Subsidiaries or solely among Wholly Owned
     Restricted Subsidiaries;

          (3)     the payment of reasonable and customary regular fees to
     directors of the Company who are not employees of the Company and
     indemnification arrangements entered into by the Company consistent with
     past practices of the Company;

                                       50
<Page>

          (4)     any payments or other transactions pursuant to any tax-sharing
     agreement between the Company and any other Person with which the Company
     files, or is permitted to file, a consolidated tax return or with which the
     Company is part of a consolidated group for tax purposes;

          (5)     any sale of shares of Capital Stock (other than Disqualified
     Stock) of the Company;

          (6)     any Restricted Payment not prohibited by SECTION 4.04 or any
     Permitted Investment; or

          (7)     the payment of fees to Morgan Stanley & Co. Incorporated or
     its Affiliates for financial, advisory, consulting, commercial banking or
     investment banking services and related expenses that the Board of
     Directors of Holdings or the Company deems advisable or appropriate
     (including, without limitation, the payment of any underwriting discounts
     or commissions or placement agency fees in connection with the issuance and
     sale of securities);

          (8)     issuances of securities or payments or distributions in the
     ordinary course of business in connection with employment incentive plans,
     employees stock plans, employee stock option plans and similar plans and
     arrangements approved by the Board of Directors of the Company;

          (9)     any agreement or arrangement in effect on the Closing Date, as
     amended, modified or replaced from time to time, PROVIDED that the amended,
     modified or replaced agreement or arrangement is not less favorable in any
     material respect to the Company and its Restricted Subsidiaries than that
     in effect on the Closing Date; or

          (10)    the 2003 Recapitalization.

Notwithstanding the foregoing, any transaction or series of related transactions
covered by SECTION 4.08(a) and not covered by clauses (2) through (10) of
SECTION 4.08(b), (a) the aggregate amount of which exceeds $5 million in value,
must be approved or determined to be fair in the manner provided for in clause
(1)(A) or (B) above and (b) the aggregate amount of which exceeds $10 million in
value, must be determined to be fair in the manner provided for in clause (1)(B)
above.

          SECTION 4.09. LIMITATION ON LIENS. The Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Liens (other than Permitted Liens) on any of its assets or properties of any
character, or any shares of Capital Stock or Indebtedness of any Restricted
Subsidiary, without making effective provision for all the Notes and all other
amounts due under this Indenture to be directly secured equally and ratably with
(or, if the obligation or liability to be secured by such Lien is subordinated
in right of payment to the Notes, prior to) the obligation or liability secured
by such Liens.

          At all times that the First Priority Lien Obligations are secured by
assets or properties of the Company or any Restricted Subsidiary, the Company
shall, and shall cause each Subsidiary that grants a Lien on its assets for the
benefit of the holders of the First Priority Lien

                                       51
<Page>

Obligations to, simultaneously grant a Second Priority Lien on such assets or
properties for the benefit of the Trustee and the Holders.

          SECTION 4.10. LIMITATION ON SALE-LEASEBACK TRANSACTIONS. (a) The
Company will not, and will not permit any Restricted Subsidiary to, enter into
any sale-leaseback transaction involving any of its assets or properties whether
now owned or hereafter acquired, whereby the Company or a Restricted Subsidiary
sells or transfers such assets or properties and then or thereafter leases such
assets or properties or any part thereof or any other assets or properties that
the Company or such Restricted Subsidiary, as the case may be, intends to use
for substantially the same purpose or purposes as the assets or properties sold
or transferred.

          (b) The foregoing restriction does not apply to any sale-leaseback
transaction if:

          (i)     the lease is for a period, including renewal rights, of not in
     excess of three years;

          (ii)    the transaction is solely between the Company and any Wholly
     Owned Restricted Subsidiary or solely between Wholly Owned Restricted
     Subsidiaries; or

          (iii)   the Company or such Restricted Subsidiary, within 12 months
     after the sale or transfer of any assets or properties is completed,
     applies an amount not less than the net proceeds received from such sale in
     accordance with clause (1)(A) or (B) of the second paragraph of SECTION
     4.11.

          SECTION 4.11. LIMITATION ON ASSET SALES. (a) The Company will not, and
will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless
(1) the consideration received by the Company or such Restricted Subsidiary is
at least equal to the fair market value of the assets sold or disposed of (as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive) and (2) at least 75% of the consideration
received consists of (a) cash or Temporary Cash Investments, (b) the assumption
of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or
Indebtedness of any other Restricted Subsidiary (in each case, other than
Indebtedness owed to the Company or any Affiliate of the Company), PROVIDED that
the Company, such Subsidiary Guarantor or such other Restricted Subsidiary is
irrevocably and unconditionally released from all liability under such
Indebtedness, (c) any securities, notes or other similar obligations converted
by the Company or such Restricted Subsidiary into cash (to the extent of the
cash received in that conversion) within 30 days of the applicable Asset Sale or
(d) Replacement Assets, PROVIDED that any assets or properties (other than Net
Cash Proceeds) received from an Asset Sale of Collateral shall be pledged as
Collateral under the Security Documents to create Second Priority Liens therein
securing the Notes.

          (b) In the event and to the extent that the Net Cash Proceeds received
by the Company or any of its Restricted Subsidiaries from one or more Asset
Sales occurring on or after the Closing Date in any period of 12 consecutive
months exceed 10% of the Adjusted Consolidated Net Tangible Assets (determined
as of the date closest to the commencement of such 12-month period for which a
consolidated balance sheet of the Company has been filed

                                       52
<Page>

with the Commission or provided to the Trustee), then the Company shall or shall
cause the relevant Restricted Subsidiary to:

          (1)     within 12 months after the date Net Cash Proceeds are so
     received exceed 10% of Adjusted Consolidated Net Tangible Assets,

                  (A)     apply an amount equal to such excess Net Cash Proceeds
          to permanently repay Indebtedness of the Company or any Guarantor
          under First Priority Lien Obligations, or

                  (B)     invest an equal amount, or the amount not so applied
          pursuant to clause (A) (or enter into a definitive agreement
          committing to so invest within 12 months after the date of such
          agreement), in Replacement Assets, PROVIDED that the Net Cash Proceeds
          from an Asset Sale of Collateral may only be invested pursuant to this
          clause (B) in Replacement Assets that are pledged as Collateral under
          the Security Documents to create Second Priority Liens therein
          securing the Notes, and

          (2)     apply (no later than the end of the 12-month period referred
     to in clause (1) of this SECTION 4.11(b)) such excess Net Cash Proceeds (to
     the extent not applied pursuant to clause (1) of this SECTION 4.11(b)) as
     provided in the following paragraphs of this SECTION 4.11.

The amount of such excess Net Cash Proceeds required to be applied (or to be
committed to be applied) during such 12-month period as set forth in clause (1)
of the preceding sentence and not applied as so required by the end of such
period shall constitute "Excess Proceeds".

          If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
SECTION 4.11 totals at least $5 million, the Company must commence, not later
than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders (and if required by the terms of any Applicable Pari
Passu Indebtedness, from the holders of such Applicable Pari Passu Indebtedness)
on a pro rata basis an aggregate principal amount of the Notes (and Applicable
Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a
purchase price equal to 100% of their principal amount, plus, in each case,
accrued interest (if any) to the Payment Date.

          SECTION 4.12. REPURCHASE OF NOTES UPON A CHANGE OF CONTROL. The
Company must commence, within 30 days of the occurrence of a Change of Control,
and consummate an Offer to Purchase for all Notes then outstanding, at a
purchase price equal to 101% of their principal amount, plus accrued and unpaid
interest (if any) to the Payment Date.

          The Company will not be required to make an Offer to Purchase upon the
occurrence of a Change of Control, if a third party makes an offer to purchase
the Notes in the manner, at the times and price and otherwise in compliance with
the requirements of this Indenture applicable to an Offer to Purchase for a
Change of Control and purchases all Notes validly tendered and not withdrawn in
such Offer to Purchase.

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          SECTION 4.13. EXISTENCE. Except to the extent otherwise permitted
under any provision in Article Four, Five or Ten of this Indenture, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence and the existence of each of its Restricted
Subsidiaries in accordance with the respective organizational documents of the
Company and each Restricted Subsidiary and the material rights (pursuant to
charter, partnership certificate or statute), licenses and franchises of the
Company and each Restricted Subsidiary; PROVIDED that the Company shall not be
required to preserve any such right, license or franchise, or the existence of
any Restricted Subsidiary, if, in the judgment of the Company, the maintenance
or preservation thereof is no longer desirable, necessary or advisable in the
conduct of the business of the Company and its Restricted Subsidiaries taken as
a whole; and PROVIDED FURTHER that any Restricted Subsidiary may consolidate
with, merge into, or sell, convey, transfer, lease or otherwise dispose of all
or part of its property and assets (and the Company may take any actions to
affect any of the foregoing) to or with the Company or any Wholly Owned
Subsidiary of the Company.

          SECTION 4.14. PAYMENT OF TAXES. The Company will pay or discharge and
shall cause each of its Subsidiaries to pay or discharge, or cause to be paid or
discharged, before any material penalty accrues thereon all material taxes,
assessments and governmental charges levied or imposed upon (a) the Company or
any such Subsidiary, (b) the income or profits of any such Subsidiary which is a
corporation or (c) the property of the Company or any such Subsidiary that, if
unpaid, might by law become a Lien upon the property of the Company or any such
Subsidiary; PROVIDED that the Company shall not be required to pay or discharge,
or cause to be paid or discharged, any such tax, assessment or charge the
amount, applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP.

          SECTION 4.15. MAINTENANCE OF PROPERTIES. The Company will cause all
properties used or useful in the conduct of its business or the business of any
of its Restricted Subsidiaries material to the Company and its Restricted
Subsidiaries, taken as a whole to be maintained and kept in normal condition,
repair and working order (reasonable wear and tear excepted) and supplied with
all necessary material equipment and will cause to be made all necessary
material repairs, renewals and replacements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly conducted at all times; PROVIDED that nothing in this
SECTION 4.15 shall prevent the Company or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company, desirable, necessary or advisable in the conduct of the business
of the Company or such Restricted Subsidiary.

          SECTION 4.16. NOTICE OF DEFAULTS. In the event that the Chief
Executive Officer, President, Chief Financial Officer, Chief Accounting Officer
or Secretary of the Company becomes aware of any Event of Default or Default
that could reasonably be expected to become an Event of Default, the Company
shall give written notice thereof to the Trustee not later than three Business
Days thereafter.

          SECTION 4.17. COMPLIANCE CERTIFICATES. (a) The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year, an Officers'
Certificate stating whether

                                       54
<Page>

or not the signers know of any Default or Event of Default that occurred during
such fiscal year. Such certificate shall contain a certification from the
principal executive officer, principal financial officer or principal accounting
officer of the Company as to his or her knowledge of the Company's compliance
with all conditions and covenants under this Indenture. For purposes of this
SECTION 4.17, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture. If any of the
officers of the Company signing such certificate has knowledge of such a Default
or Event of Default, the certificate shall describe any such Default or Event of
Default and its status. The first certificate to be delivered pursuant to this
SECTION 4.17(a) shall be for the first fiscal year beginning after the execution
of this Indenture.

          (b)     The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, beginning with the fiscal year in which this
Indenture was executed, a certificate signed by the Company's independent
certified public accountants (who shall be a firm of established national
reputation) stating that in making the examination necessary for certification
of the Company's year-end financial statements for such fiscal year, nothing
came to their attention that caused them to believe that the Company was not in
compliance with any of the terms, covenants, provisions or conditions of Article
Four and SECTION 5.01 of this Indenture as they pertain to accounting matters
and, if any Default or Event of Default has come to their attention, specifying
the nature and period of existence thereof, it being understood that such
independent certified public accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such Default
or Event of Default. The Company shall not be required to comply with the
foregoing clause (b) with respect to any fiscal year if such compliance would be
contrary to the recommendations of the American Institute of Certified Public
Accountants so long as the Company delivers to the Trustee within 120 days after
the end of such fiscal year an Officer's Certificate stating that such
compliance would be so contrary and any facts particular to the Company that may
have caused such compliance to be so contrary.

          SECTION 4.18. COMMISSION REPORTS AND REPORTS TO HOLDERS. Whether or
not the Company is then required to file reports with the Commission, the
Company shall file with the Commission all such reports and other information as
it would be required to file with the Commission by Section 13(a) or 15(d) under
the Securities Exchange Act of 1934 if it were subject thereto. The Company
shall supply to the Trustee and to each Holder or shall supply to the Trustee
for forwarding to each such Holder who so requests, without cost to such Holder,
copies of such reports and other information, PROVIDED, HOWEVER, that the
reports, information and other documents required to be filed and provided as
described hereunder shall be those of Holdings rather than the Company for so
long as (1) Holdings is a Guarantor of the Notes (or the Exchange Notes) and (2)
Holdings' filing of such reports, information and other documents satisfies the
requirements of Rule 3-10 of Regulation S-X under the Exchange Act. The Company
shall also comply with the other provisions of TIA Section 314(a) to the extent
required thereby. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                       55
<Page>

          SECTION 4.19. WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, 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
wherever enacted, now or at any time hereafter in force, or that 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 will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

          SECTION 5.01. WHEN COMPANY MAY MERGE, ETC. (a) Neither Holdings nor
the Company will consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all its property
and assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to, any Person or permit any Person to merge
with or into it unless:

          (1)     it shall be the continuing Person, or the Person (if other
     than it) formed by such consolidation or into which it is merged or that
     acquired or leased such property and assets, (the "Surviving Person"),
     shall be a corporation organized and validly existing under the laws of the
     United States of America or any jurisdiction thereof and shall expressly
     assume, by a supplemental indenture, executed and delivered to the Trustee,
     all of the Company's obligations under this Indenture and the Notes and the
     Security Documents, in the case of a transaction involving the Company, or
     all of Holdings' obligations under this Indenture and its Note Guarantee
     and the Security Documents, in the case of a transaction involving
     Holdings;

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

          (3)     in the case of a transaction involving the Company,
     immediately after giving effect to such transaction on a PRO FORMA basis,
     the Company, or the Surviving Person, as the case may be, could Incur at
     least $1.00 of Indebtedness under the first paragraph of SECTION 4.03(a),
     PROVIDED that this clause (3) shall not apply to a consolidation, merger or
     sale of all (but not less than all) the assets of the Company if all Liens
     and Indebtedness of the Company or the Surviving Person, as the case may
     be, and its Restricted Subsidiaries outstanding immediately after such
     transaction would have been permitted (and all such Liens and Indebtedness,
     other than Liens and Indebtedness of the Company and its Restricted
     Subsidiaries outstanding immediately prior to the transaction, shall be
     deemed to have been Incurred) for all purposes of this Indenture;

          (4)     it delivers to the Trustee an officers' certificate (attaching
     the arithmetic computations to demonstrate compliance with clause (3)) and
     Opinion of Counsel, in each case stating that such consolidation, merger or
     transfer and such supplemental

                                       56
<Page>

     indenture complies with this provision and that all conditions precedent
     provided for herein relating to such transaction have been complied with;
     and

          (5)     the Guarantor, unless the Guarantor is the Person party to
     such transaction under this SECTION 5.01, shall have by amendment to its
     Note Guarantee confirmed that its Note Guarantee shall apply to the
     obligations of the Company or the Surviving Person, as the case may be, in
     accordance with the Notes and this Indenture;

PROVIDED, HOWEVER, that clause (3) above does not apply (i) if, in the good
faith determination of the Board of Directors of the Company or Holdings, as the
case may be, whose determination shall be evidenced by a Board Resolution, the
principal purpose of such transaction is to change the state of incorporation of
the Company or Holdings, as the case may be, and any such transaction shall not
have as one of its purposes the evasion of the foregoing limitations or (ii) to
any merger or consolidation of any Restricted Subsidiary with or into the
Company or any sale, conveyance, transfer, lease or disposition of assets from
any Restricted Subsidiary to the Company.

          (b) Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Note Guarantee is to be released in accordance with the terms of this
Indenture) will not, and the Company will not cause or permit any Subsidiary
Guarantor to, consolidate with or merge with or into any Person other than the
Company or any other Subsidiary Guarantor or permit any Person other than the
Company or any other Subsidiary Guarantor to merge with or into it, unless:

          (1)     the entity formed by or surviving any such consolidation or
     merger (if other than the Subsidiary Guarantor) is a corporation organized
     and validly existing under the laws of the United States of America or any
     jurisdiction thereof;

          (2)     such entity assumes by a supplemental indenture, executed and
     delivered to the Trustee, all the Subsidiary Guarantor's obligations under
     this Indenture and its Note Guarantee and the Security Documents;

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

          (4)     immediately after giving effect to such transaction and the
     use of any net proceeds therefrom on a pro forma basis, the Company could
     satisfy the provisions of clause (3) of SECTION 5.01(a).

          All the Guarantees so issued shall in all respects have the same legal
     rank and benefit under this Indenture as the Guarantees theretofore and
     thereafter issued in accordance with the terms of this Indenture as though
     all of such Guarantees had been issued at the date of the execution hereof.

          Except as set forth in Articles Four and Five, and notwithstanding
     clause (3) of SECTION 5.01(a), nothing contained in this Indenture or in
     any of the Notes shall prevent any consolidation or merger of a Guarantor
     with or into the Company or another

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     Guarantor, or shall prevent any sale or conveyance of the property of a
     Guarantor as an entirety or substantially as an entirety to the Company or
     another Guarantor.

          SECTION 5.02. SUCCESSOR SUBSTITUTED. Upon any consolidation or merger,
or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
SECTION 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; PROVIDED that the Company shall not be released from its
obligation to pay the principal of, premium, if any, or interest on the Notes in
the case of a lease of all or substantially all of its property and assets.

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

          SECTION 6.01. EVENTS OF DEFAULT. Any of the following events shall
constitute an "EVENT OF DEFAULT" hereunder with respect to the Notes:

          (a)     default in the payment of principal of (or premium, if any,
     on) any Note when the same becomes due and payable at maturity, upon
     acceleration, redemption or otherwise;

          (b)     default in the payment of interest on any Note when the same
     becomes due and payable, and such default continues for a period of 30
     days;

          (c)     default in the performance or breach of Article Five or the
     failure to make or consummate an Offer to Purchase in accordance with
     SECTION 4.11 or SECTION 4.12;

          (d)     the Company or any Guarantor defaults in the performance of or
     breaches any other covenant or agreement in this Indenture or under the
     Notes (other than a default specified in clause (a), (b) or (c) above) and
     such default or breach continues for a period of 60 consecutive days after
     written notice by the Trustee or the Holders of 25% or more in aggregate
     principal amount of the Notes;

          (e)     there occurs with respect to any issue or issues of
     Indebtedness of the Company, any Guarantor or any Significant Subsidiary
     having an outstanding principal amount of $10 million or more in the
     aggregate for all such issues of all such Persons, whether such
     Indebtedness now exists or shall hereafter be created, (I) an event of
     default that has caused the holder thereof to declare such Indebtedness to
     be due and payable prior to its Stated Maturity and such Indebtedness has
     not been discharged in full or such acceleration has not been rescinded or
     annulled within 30 days of such acceleration and/or (II) the failure to
     make a principal payment at the final (but not any interim) fixed maturity
     and such defaulted payment shall not have been made, waived or extended
     within 30 days of such payment default;

          (f)     any final judgment or order (not covered by insurance) for the
     payment of money in excess of $10 million in the aggregate for all such
     final judgments or orders

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     against all such Persons (treating any deductibles, self-insurance or
     retention as not so covered) shall be rendered against the Company, any
     Guarantor or any Significant Subsidiary and shall not be paid or
     discharged, and there shall be any period of 60 consecutive days following
     entry of the final judgment or order that causes the aggregate amount for
     all such final judgments or orders outstanding and not paid or discharged
     against all such Persons to exceed $10 million during which a stay of
     enforcement of such final judgment or order, by reason of a pending appeal
     or otherwise, shall not be in effect;

          (g)     a court having jurisdiction in the premises enters a decree or
     order for (A) relief in respect of the Company, any Guarantor or any
     Significant Subsidiary in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
     appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company, any Guarantor or any
     Significant Subsidiary or for all or substantially all of the property and
     assets of the Company, any Guarantor or any Significant Subsidiary or (C)
     the winding up or liquidation of the affairs of the Company, any Guarantor
     or any Significant Subsidiary and, in each case, such decree or order shall
     remain unstayed and in effect for a period of 60 consecutive days;

          (h)     the Company, any Guarantor or any Significant Subsidiary
     (A) commences a voluntary case under any applicable bankruptcy, insolvency
     or other similar law now or hereafter in effect, or consents to the entry
     of an order for relief in an involuntary case under any such law, (B)
     consents to the appointment of or taking possession by a receiver,
     liquidator, assignee, custodian, trustee, sequestrator or similar official
     of the Company, any Guarantor or any Significant Subsidiary or for all or
     substantially all of the property and assets of the Company, any Guarantor
     or any Significant Subsidiary or (C) effects any general assignment for the
     benefit of creditors;

          (i)     any Guarantor repudiates its obligations under its Note
     Guarantee or, except as permitted by this Indenture, any Note Guarantee is
     determined to be unenforceable or invalid or shall for any reason cease to
     be in full force and effect; or

          (j)     unless all the Collateral has been released from the Second
     Priority Liens in accordance with the provisions of the Security Documents,
     default by Holdings, the Company or any Significant Subsidiary in the
     performance of the Security Documents, or the occurrence of any event,
     which adversely affects the enforceability, validity, perfection or
     priority of the Second Priority Lien on a material portion of the
     Collateral granted to the Collateral Agent for the benefit of the Trustee
     and the Holders, the repudiation or disaffirmation by Holdings, the Company
     or any Significant Subsidiary of its material obligations under the
     Security Documents or the determination in a judicial proceeding that the
     Security Documents are unenforceable or invalid against Holdings, the
     Company or any Significant Subsidiary party thereto for any reason with
     respect to a material portion of the Collateral (which default,
     repudiation, disaffirmation or determination is not rescinded, stayed or
     waived by the Persons having such authority pursuant to the Security
     Documents or otherwise cured within 60 days after the Company receives
     notice thereof specifying such occurrence from the Trustee of the Holders
     of at

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     least 25% of the outstanding principal amount of the Notes and demanding
     that such default be remedied).

          SECTION 6.02. ACCELERATION. If an Event of Default (other than an
Event of Default specified in clause (g) or (h) of SECTION 6.01 that occurs with
respect to the Company or any Guarantor) occurs and is continuing under this
Indenture, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding, by written notice to the Company (and to
the Trustee if such notice is given by the Holders), may, and the Trustee at the
request of such Holders shall, declare the principal of, premium, if any, and
accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. In the event of a declaration of
acceleration because an Event of Default set forth in clause (e) of Section 6.01
has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company, the relevant Guarantor or the relevant Significant Subsidiary or waived
by the holders of the relevant Indebtedness within 60 days after the declaration
of acceleration with respect thereto. If an Event of Default specified in clause
(g) or (h) of Section 6.01 occurs with respect to the Company or any Guarantor,
the principal of, premium, if any, and accrued interest on the Notes then
outstanding shall automatically become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

          The Holders of a majority in principal amount of the outstanding Notes
by written notice to the Company and to the Trustee, may waive all past defaults
and rescind and annul a declaration of acceleration and its consequences if all
existing Events of Default with respect to Notes other than the non-payment of
the principal of, premium, if any, and accrued interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or waived
and the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.

          SECTION 6.03. OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may, and at the direction of the Holders of a majority
in principal amount of the outstanding Notes shall, 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 or this Indenture.

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

          SECTION 6.04. WAIVER OF PAST DEFAULTS. Subject to SECTIONS 6.02, 6.07
and 9.02, the Holders of a majority in principal amount of the outstanding
Notes, by notice to the Company and the Trustee, may on behalf of the Holders of
all the Notes (a) waive an existing Default or Event of Default and its
consequences, except a Default in the payment of principal of, premium, if any,
or interest on any Note as specified in clause (a) or (b) of SECTION 6.01 or in
respect of a covenant or provision of this Indenture which cannot be modified or
amended without the consent of the Holder of each outstanding Note affected and
(b) rescind any such acceleration with respect to the Notes and its consequences
if rescission would not conflict with any judgment or decree of a court of
competent jurisdiction. Upon any such waiver, such

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

          SECTION 6.05. CONTROL BY MAJORITY. The Holders of a majority in
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee; PROVIDED that the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction; and PROVIDED
FURTHER, that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes.

          SECTION 6.06. LIMITATION ON SUITS. A Holder of any Note may not
institute any proceeding, judicial or otherwise, with respect to this Indenture
or the Notes, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

          (i)     the Holder has previously given the Trustee written notice of
     a continuing Event of Default with respect to the Notes;

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

          (iii)   such Holder or Holders offer the Trustee indemnity reasonably
     satisfactory to the Trustee against any costs, liability or expense;

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

          (v)     during such 60-day period, the Holders of a majority in
     aggregate principal amount of the outstanding Notes do not give the Trustee
     a direction that is inconsistent with the request.

          For purposes of SECTION 6.05 of this Indenture and this SECTION 6.06,
the Trustee shall comply with TIA Section 316(a) in making any determination of
whether the Holders of the required aggregate principal amount of outstanding
Notes have concurred in any request or direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture or
the Notes or otherwise under the law.

          A Holder may not use this Indenture to prejudice the rights of another
Holder of Notes 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 of a Note to
receive payment of the principal of, premium, if any, or interest on, such Note
or to bring suit for the enforcement of any such payment, on or after the due
date expressed in the Notes, shall not be impaired or affected without the
consent of such Holder.

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          SECTION 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default in
payment of principal, premium or interest of any Note specified in clause (a) or
(b) of SECTION 6.01 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 of that Note for the whole amount of principal, premium, if any,
and accrued interest remaining unpaid, together with interest on overdue
principal, premium, if any, and, to the extent that payment of such interest is
lawful, interest on overdue installments of interest, in each case at the rate
specified in such Notes, and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

          SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
SECTION 7.07) and the Holders allowed in any judicial proceedings relative to
the Company (or any other obligor of the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under SECTION 7.07. Nothing herein contained shall be
deemed to empower 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 pursuant
to this Article Six, it shall pay out the money in the following order:

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

          Second: to Holders for amounts then due and unpaid for principal of,
premium, if any, and interest on the Notes in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Notes for
principal, premium, if any, and interest, respectively; and

          Third: to the Company or any other obligors of 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.

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

          SECTION 6.12. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder has instituted any proceeding 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 Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.

          SECTION 6.13. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in SECTION 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

          SECTION 6.14. DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article Six or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

                                  ARTICLE SEVEN
                                     TRUSTEE

          SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs; PROVIDED that if an Event of
Default occurs and is continuing, the Trustee will be under no obligation to
exercise the rights or powers under this Indenture at the request or direction
of any of the Holders unless such Holders have offered to the Trustee indemnity
or security reasonably satisfactory to the Trustee against loss, liability or
expense.

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

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

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

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

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

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

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

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

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

          SECTION 7.02. CERTAIN RIGHTS OF TRUSTEE. Subject to SECTION 7.01 and
to TIA Sections 315(a) through (d):

          (i)     the Trustee may conclusively rely, and shall be 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;

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          (ii)    before the Trustee acts or refrains from acting, it may
     require an Officers' Certificate or an Opinion of Counsel, which shall
     conform to SECTION 12.04. The Trustee shall not be liable for any action it
     takes or omits to take in good faith in reliance on such certificate or
     opinion;

          (iii)   the Trustee may execute any of the trusts or powers hereunder
     or under the Security Documents or perform any duties hereunder or
     thereunder either directly or by or through its attorneys and agents and
     shall not be responsible for the misconduct or negligence of any attorney
     or agent appointed with due care by it hereunder or thereunder;

          (iv)    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 of Notes unless such Holders shall have
     offered to the Trustee security or indemnity reasonably satisfactory to it
     against the costs, expenses (including reasonable attorney's fees and
     expenses) and liabilities that might be incurred by it in compliance with
     such request or direction;

          (v)     the Trustee shall not be liable for any action it takes or
     omits to take in good faith that it believes to be authorized or within its
     rights or powers, PROVIDED that the Trustee's conduct does not constitute
     negligence or bad faith;

          (vi)    the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness 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 to examine the books, records and premises of the Company
     personally or by agent or attorney at the cost of the Company, and shall
     incur no liability or additional liability by reason of such inquiry or
     investigation;

          (vii)   the Trustee may consult with counsel of its selection and the
     advice of such counsel or any opinion of such counsel shall be full and
     complete authorization and protection in respect to any action taken,
     suffered or omitted by it hereunder in good faith and in reliance thereon;

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

          (ix)    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 (including as Collateral

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<Page>

     Agent) hereunder and under the Security Documents, and to each agent,
     custodian and other Person employed to act hereunder and thereunder;

          (x)     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 person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded; and

          (xi)    any request or direction of the Company mentioned herein shall
     be sufficiently evidenced by a Company Order, and any resolution of the
     Board of Directors shall be sufficiently evidenced by a Board Resolution.

          SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

          SECTION 7.04. TRUSTEE'S DISCLAIMER. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

          SECTION 7.05. NOTICE OF DEFAULT. If any Default or any Event of
Default with respect to the Notes occurs and is continuing and if such Default
or Event of Default is known to the Trustee, the Trustee shall mail to each
Holder of Notes in the manner and to the extent provided in TIA Section 313(c)
notice of the Default or Event of Default within 60 days after it occurs, unless
such Default or Event of Default has been cured; provided, however, that, except
in the case of a default in the payment of the principal of, premium, if any, or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders
of Notes.

          SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each
May 15, beginning with May 15, 2004, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a). The Trustee shall also comply with TIA Section
313(b).

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

          SECTION 7.07. COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee such compensation as shall be agreed upon in writing for its services
hereunder. The

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compensation of the Trustee shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee (including
when it is acting as an Agent or as the Collateral Agent) upon request for all
reasonable disbursements, expenses and advances incurred or made by the Trustee
without negligence or bad faith on its part. Such expenses shall include the
reasonable compensation and expenses of the Trustee's (including when it is
acting as an Agent or as the Collateral Agent) agents and counsel, except for
such disbursement and expenses as may be attributable to its negligence or bad
faith.

          The Company shall indemnify the Trustee (including when it is acting
as an Agent or as the Collateral Agent) for, and hold it harmless against, any
loss or liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), incurred by it without
negligence or bad faith on its part in connection with the acceptance or
administration of this Indenture and the Security Documents and its duties under
this Indenture, the Notes and the Security Documents, including the costs and
expenses of defending itself against any claim (whether asserted by the Company,
a Holder or any other Person) or liability and of complying with any process
served upon it or any of its officers in connection with the acceptance,
exercise or performance of any of its powers or duties under this Indenture, the
Notes and the Security Documents. The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder,
unless the Company is materially prejudiced thereby. The Company shall defend
the claim and the Trustee shall cooperate in the defense. Unless otherwise set
forth herein, the Trustee may have separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld. The Company need not reimburse any expense or indemnity against any
loss or liability incurred by the Trustee through negligence or bad faith.

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

          If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h) of SECTION
6.01, the expenses and the compensation for the services will be intended to
constitute expenses of administration under Title 11 of the United States
Bankruptcy Code or any applicable federal or state law for the relief of
debtors.

          The provisions of this SECTION 7.07 shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

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

          SECTION 7.08. REPLACEMENT OF TRUSTEE. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this SECTION
7.08.

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          The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may remove the Trustee if:
(i) the Trustee is no longer eligible under SECTION 7.10; (ii) the Trustee is
adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer
takes charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.

          If the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. If the successor Trustee does not deliver its written acceptance
required by the next succeeding paragraph of this SECTION 7.08 within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of a majority in principal amount of the outstanding
Notes may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Promptly after the
delivery of such written acceptance, subject to the lien provided in SECTION
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder. No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.

          If the Trustee is no longer eligible under SECTION 7.10 or shall fail
to comply with TIA Section 310(b), any Holder of Notes 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. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this SECTION 7.08, the Trustee shall resign promptly in
the manner and with the effect provided in this Section with respect to the
Notes.

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

          Notwithstanding replacement of the Trustee pursuant to this SECTION
7.08, the Company's obligation under SECTION 7.07 shall continue for the benefit
of the retiring 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 corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein, PROVIDED such corporation shall be otherwise qualified and eligible
under this Article.

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

          SECTION 7.10. ELIGIBILITY. This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have
a combined capital and surplus of at least $25 million as set forth in its most
recent published annual report of condition that is subject to the requirements
of applicable federal or state supervising or examining authority. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in this Article. The Trustee is subject to TIA Section 310(b).

          SECTION 7.11. MONEY HELD IN TRUST. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

          SECTION 7.12. 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.

          SECTION 7.13. APPOINTMENT OF CO-TRUSTEES OR CO-COLLATERAL AGENTS.
(a) At any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Collateral may at the time be located, the
Trustee shall have the power and may execute and deliver all instruments
necessary to appoint one or more persons to act as a co-trustee, separate
trustee, co-collateral agent or separate collateral agent, in respect of all or
any part of the Collateral, and to vest in such person, in such capacity and for
the benefit of the Holders, such title to the Collateral, or any part thereof,
such powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee, separate trustee, co-collateral agent or
separate collateral agent hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 7.10 and no notice to Holders
of the appointment of any co-trustee, separate trustee, co-collateral agent or
separate collateral agent shall be required.

          (b)     Every separate trustee, co-trustee, separate collateral agent
or co-collateral agent shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:

          (i)     all rights, powers, duties and obligations conferred or
     imposed upon the Trustee shall be conferred or imposed upon and exercised
     or performed by the Trustee and such separate trustee, co-trustee, separate
     collateral agent or co-collateral agent jointly (it being understood that
     such separate trustee, co-trustee, separate collateral agent

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     or co-collateral agent is not authorized to act separately without the
     Trustee joining in such act), except to the extent that under any law of
     any jurisdiction in which any particular act or acts are to be performed
     the Trustee shall be incompetent or unqualified to perform such act or
     acts, in which event such rights, powers, duties and obligations (including
     the holding of title to the Collateral or any portion thereof in any such
     jurisdiction) shall be exercised and performed singly by such separate
     trustee, co-trustee, separate collateral agent, or co-collateral agent, but
     solely at the direction of the Trustee;

          (ii)    no trustee, co-trustee, separate collateral agent or
     co-collateral agent hereunder shall be personally liable by reason of any
     act or omission of any other trustee, co-trustee, separate collateral agent
     or co-collateral agent hereunder; and

          (iii)   the Trustee may at any time accept the resignation of or
     remove any separate trustee, co-trustee, separate collateral agent or
     co-collateral agent.

          (c)     Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees,
co-trustees, separate collateral agents and co-collateral agents, as effectively
as if given to each of them. Every instrument appointing any separate trustee,
co-trustee, separate collateral agent or co-collateral agent shall refer to this
Indenture and the conditions of this Section. Each separate trustee, co-trustee,
separate collateral agent and co-collateral agent upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection or rights (including the
rights to compensation, reimbursement and indemnification hereunder) to, the
Trustee. Every such instrument shall be filed with the Trustee.

                                  ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

          SECTION 8.01. TERMINATION OF COMPANY'S AND GUARANTOR'S OBLIGATIONS.
(a) This Indenture shall cease to be of further effect (except that the
Company's and the Guarantor's obligations under SECTION 7.07 and the Trustee's
and Paying Agent's obligations under SECTION 8.03 shall survive), and the
Trustee, on demand of the Company, shall execute proper instruments
acknowledging the satisfaction and discharge of this Indenture, when:

          (1)     either

                  (A)     all outstanding Notes theretofore authenticated and
          issued (other than destroyed, lost or stolen Notes that have been
          replaced or paid pursuant to SECTION 4.01) have been delivered to the
          Trustee for cancelation; or

                  (B)     all outstanding Notes not theretofore delivered to the
          Trustee for cancelation:

                          (i)     have become due and payable,

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                          (ii)    will become due and payable at their Stated
                  Maturity within one year, or

                          (iii)   will be scheduled for redemption by their
                  terms within one year,

          and the Company, in the case of clause (i), (ii) or (iii) above, has
     deposited or caused to be deposited with the Trustee as funds (immediately
     available to the Holders in the case of clause (i)) in trust for such
     purpose an amount of cash or, in the case of clause (ii) or (iii), U.S.
     Government Obligations or a combination thereof which, together with
     earnings thereon, will be sufficient, in the case of clause (ii) or (iii),
     in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee, to pay and discharge the entire indebtedness on such Notes for
     principal, premium, if any, and accrued and unpaid interest to the date of
     such deposit (in the case of Notes which have become due and payable) or to
     the Stated Maturity or Redemption Date, as the case may be;

          (2)     the Company has paid all other sums payable by it hereunder;
     and

          (3)     the Company has delivered to the Trustee an Officers'
     Certificate stating that all conditions precedent to satisfaction and
     discharge of this Indenture have been complied with, together with an
     Opinion of Counsel to the same effect.

          (b)     The Company and the Guarantor may, subject as provided herein,
terminate all of their obligations under this Indenture (a "Legal Defeasance")
if:

          (1)     the Company has irrevocably deposited or caused to be
     irrevocably deposited with the Trustee as trust funds in trust for the
     purpose of making the following payments dedicated solely to the benefit of
     the Holders (i) cash in an amount, or (ii) U.S. Government Obligations or
     (iii) a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay, without
     consideration of the reinvestment of any such amounts and after payment of
     all taxes or other charges or assessments in respect thereof payable by the
     Trustee, the principal of, premium, if any, and accrued and unpaid interest
     on the Notes on the Stated Maturity of such payments in accordance with the
     terms of this Indenture and the Notes, and to pay all other sums payable by
     it hereunder; PROVIDED that the Trustee shall have been irrevocably
     instructed to apply such money and/or the proceeds of such U.S. Government
     Obligations to the payment of said principal, premium, if any, and interest
     with respect to the Notes as the same shall become due;

          (2)     the Company has delivered to the Trustee an Officers'
     Certificate stating that all conditions precedent to the Legal Defeasance
     contemplated by this provision have been complied with, and an Opinion of
     Counsel to the same effect;

          (3)     immediately after giving effect to such deposit on a pro forma
     basis, no Event of Default or event that after the giving of notice or
     lapse of time or both would become an Event of Default, shall have occurred
     and be continuing on the date of such

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     deposit or, during the period ending on the 123rd day after the date of
     such deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

          (4)     the Company shall have delivered to the Trustee (1) either an
     Opinion of Counsel to the effect that, based on (and accompanied by a copy
     of) a ruling of the Internal Revenue Service unless there has been a change
     in U.S. Federal income tax law occurring after the date of this Indenture
     such that a ruling is no longer required, the Holders of Notes will not
     recognize income, gain or loss for U.S. Federal income tax purposes as a
     result of the Company's exercise of its option under this SECTION 8.01(b)
     and will be subject to U.S. Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the case if such
     option had not been exercised; or a ruling directed to the Trustee received
     from the Internal Revenue Service to the same effect as the aforementioned
     Opinion of Counsel and (2) an Opinion of Counsel to the effect that the
     creation of the defeasance trust does not violate the Investment Company
     Act of 1940 after the passage of 123 days and following the deposit
     (except, with respect to any trust funds for the account of any Holder of
     Notes who may be deemed to be an "insider" for purposes of the United
     States Bankruptcy Code, after one year following the deposit), the trust
     funds will not be subject to the effect of Section 547 of the United States
     Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

          (5)     if at such time the Notes are listed on a national securities
     exchange, the Company has delivered to the Trustee an opinion of counsel to
     the effect that the Notes will not be delisted as a result of such deposit,
     defeasance and discharge.

          (6)     such deposit and discharge will not result in a breach or
     violation of, or constitute a default under, any other agreement or
     instrument to which the Company or any of its Subsidiaries is bound; and

          (7)     such deposit and discharge shall not cause the Trustee to have
     a conflicting interest as defined in TIA Section 310(b).

          In such event, payment of the Notes may not be accelerated because of
an Event of Default, Article Ten and the other provisions of this Indenture
shall cease to be of further effect (except as provided in the next succeeding
paragraph), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging satisfaction and discharge under this Indenture.

          However, the Company's (and, to the extent applicable, the
Guarantor's) obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09,
2.14, 4.01, 4.02, 7.08 and 8.04 and the Trustee's and Paying Agent's obligations
in SECTION 8.03 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's and the Guarantor's obligations in SECTION 7.07
and the Trustee's and Paying Agent's obligations in SECTION 8.03 shall survive.

          After such irrevocable deposit made pursuant to this SECTION 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee, on
demand of the Company, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture.

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          (c)     The Company and the Guarantor may, subject as provided herein,
be released from their respective obligations to comply with, and shall have no
liability in respect of any term, condition or limitation, set forth in SECTION
4.03 through SECTION 4.12 and SECTION 4.14 through SECTION 4.19, clauses (3) and
(4) of SECTION 5.01, clause (c) of SECTION 6.01 with respect to such clauses (3)
and (4) of SECTION 5.01, clause (d) of SECTION 6.01 with respect to such other
covenants and clauses (d) and (e) of SECTION 6.01 and in Article Ten, and such
omission to comply with SECTION 4.03 through SECTION 4.12 and SECTION 4.14
through SECTION 4.19, clauses (3) and (4) of SECTION 5.01, clause (c) of SECTION
6.01 with respect to such clauses (3) and (4) of Section 5.01, clause (d) of
SECTION 6.01 with respect to such other covenants and clauses (d) and (e) of
SECTION 6.01 and in Article Ten shall not constitute an Event of Default under
SECTION 6.01 ("Covenant Defeasance"), with the remainder of this Indenture and
such Notes unaffected thereby if:

          (1)     the Company has irrevocably deposited or caused to be
     irrevocably deposited with the Trustee as trust funds in trust for the
     purpose of making the following payments dedicated solely to the benefit of
     the Holders (i) cash in an amount, or (ii) U.S. Government Obligations or
     (iii) a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay, without
     consideration of the reinvestment of any such amounts and after payment of
     all taxes or other charges or assessments in respect thereof payable by the
     Trustee, the principal of and premium, if any, and accrued and unpaid
     interest on the Notes on the Stated Maturity of such payments in accordance
     with the terms of this Indenture and the Notes and to pay all other sums
     payable by it hereunder; PROVIDED that the Trustee shall have been
     irrevocably instructed to apply such money and/or the proceeds of such U.S.
     Government Obligations to the payment of said principal, premium, if any,
     and accrued and unpaid interest with respect to the Notes as the same shall
     become due;

          (2)     the Company has delivered to the Trustee an Officers'
     Certificate stating that all conditions precedent to the Covenant
     Defeasance contemplated by this provision have been complied with, and an
     Opinion of Counsel to the same effect;

          (3)     immediately after giving effect to such deposit on a pro forma
     basis, no Default or Event of Default or event that after the giving of
     notice or lapse of time or both would become an Event of Default shall have
     occurred and be continuing on the date of such deposit or, during the
     period ending on the 123rd day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until the
     expiration of such period);

          (4)     the Company shall have delivered to the Trustee (1) either an
     Opinion of Counsel (which may be subject to customary assumptions and
     limitations) to the effect that, based on (and accompanied by a copy of) a
     ruling of the Internal Revenue Service unless there has been a change in
     U.S. Federal income tax law occurring after the date of this Indenture such
     that a ruling is no longer required, the Holders of Notes will not
     recognize income, gain or loss for U.S. Federal income tax purposes as a
     result of the Company's exercise of its option under this SECTION 8.01(c)
     and will be subject to U.S. Federal income tax on the same amount, in the
     same manner and at the same times as

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     would have been the case if such option had not been exercised; or a ruling
     directed to the Trustee received from the Internal Revenue Service to the
     same effect as the aforementioned Opinion of Counsel and (2) an Opinion of
     Counsel (which may be subject to customary assumptions and limitations) to
     the effect that the creation of the defeasance trust does not violate the
     Investment Company Act of 1940 after the passage of 123 days and following
     the deposit (except, with respect to any trust funds for the account of any
     Holder of Notes who may be deemed to be an "insider" for purposes of the
     United States Bankruptcy Code, after one year following the deposit), the
     trust funds will not be subject to the effect of Section 547 of the United
     States Bankruptcy Code or Section 15 of the New York Debtor and Creditor
     Law;

          (5)     such Covenant Defeasance will not result in a breach or
     violation of, or constitute a default under, any other agreement or
     instrument to which the Company or any of its Subsidiaries is bound; and

          (6)     such Covenant Defeasance shall not cause the Trustee to have a
     conflicting interest as defined in TIA Section 310(b).

          (d)     In order to have money available on a payment date to pay
principal of or premium, if any, or accrued and unpaid interest on the Notes,
the U.S. Government Obligations shall be payable as to principal or interest on
or before such payment date in such amounts as will provide the necessary money.

          (e)     The Company may exercise its Legal Defeasance option under
SECTION 8.01(b) notwithstanding its prior exercise of its Covenant Defeasance
option under SECTION 8.01(c).

          SECTION 8.02. APPLICATION OF TRUST MONEY. The Trustee or a trustee
satisfactory to the Trustee and the Company shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to SECTION 8.01. It shall
apply the deposited money and the money from U.S. Government Obligations through
the Paying Agent and in accordance with this Indenture to the payment of
principal of, premium, if any, and accrued and unpaid interest on the Notes with
respect to which the deposit was made.

          SECTION 8.03. REPAYMENT TO COMPANY. The Trustee and the Paying Agent
shall promptly pay to the Company upon written request any excess money or
securities held by them at any time. Subject to the requirements of any
applicable abandoned property laws, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of
principal, premium, if any, or accrued and unpaid interest that remains
unclaimed for two years after the date upon which such payment shall have become
due; provided, however, that the Company shall have either caused notice of such
payment to be mailed to each Holder entitled thereto no less than 30 days prior
to such repayment or within such period shall have published such notice in a
financial newspaper of widespread circulation published in The City of New York.
After payment to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another Person, and all liability of the Trustee and the Paying
Agent with respect to such money shall cease.

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          SECTION 8.04. REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
SECTION 8.01 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 and the
Guarantor under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to SECTION 8.01 until such time as the
Trustee or the Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with SECTION 8.01; provided, however, that
if the Company or the Guarantor has made any payment of principal of or interest
on any Notes because of the reinstatement of its obligations, the Company or the
Guarantor, as the case may be, 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 the Paying Agent.

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

          SECTION 9.01. WITHOUT CONSENT OF HOLDERS. The Company, when authorized
by a resolution of its Board of Directors (as evidenced by a Board Resolution
delivered to the Trustee), the Guarantor and the Trustee may amend or supplement
this Indenture and the Security Documents or the Notes without notice to or the
consent of any Holder:

          (1)     to cure any ambiguity, defect or inconsistency in this
     Indenture;

          (2)     to comply with Article Five or SECTION 4.07;

          (3)     to comply with any requirements of the Commission in
     connection with the qualification of this Indenture under the TIA;

          (4)     to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee;

          (5)     to provide for uncertificated Notes in addition to or in place
     of certificated Notes;

          (6)     to make any change that, in the good faith opinion of the
     Board of Directors, does not materially and adversely affect the rights of
     any Holders;

          (7)     add any additional assets as Collateral; or

          (8)     release Collateral from the Lien of this Indenture and the
     Security Documents when permitted or required by this Indenture or the
     Security Documents and to otherwise give effect to SECTION 11.03.

          SECTION 9.02. WITH CONSENT OF HOLDERS. Subject to SECTIONS 6.04 and
6.07 and without prior notice to the Holders, the Company, when authorized by
its Board of Directors (as evidenced by a Board Resolution delivered to the
Trustee), the Guarantor and the Trustee may amend this Indenture, the Notes and
the Security Documents with the written consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding affected by

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such amendment, and the Holders of a majority in aggregate principal amount of
the Notes then outstanding affected by written notice to the Trustee may waive
future compliance by the Company with any provision of this Indenture, the Notes
or the Security Documents.

          Notwithstanding the provisions of this SECTION 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to SECTION 6.04, may not:

          (i)     change the Stated Maturity of the principal of, or any
     installment of interest on, any Note;

          (ii)    reduce the principal amount of, premium, if any, or interest
     on any Note;

          (iii)   change the optional redemption dates or optional redemption
     prices of the Notes from that stated under Article Three;

          (iv)    change any place or currency of payment of principal of,
     premium, if any, or interest on, any Note;

          (v)     impair the right to institute suit for the enforcement of any
     payment on or after the Stated Maturity (or, in the case of redemption, on
     or after the Redemption Date) of any Note;

          (vi)    reduce the percentage or principal amount of outstanding Notes
     the consent of whose Holders is necessary to modify or amend this Indenture
     or to waive compliance with certain provisions of or certain Defaults under
     this Indenture;

          (vii)   waive a default in the payment of principal of, premium, if
     any, or interest on, any Note;

          (viii)  release any Guarantor from its Note Guarantee, except as
     provided under this Indenture; or

          (ix)    amend, change or modify the obligation of the Company to make
     and consummate an Offer to Purchase under SECTION 4.11 after the obligation
     to make such Offer to Purchase has arisen or the obligation of the Company
     to make and consummate an Offer to Purchase under SECTION 4.12 after a
     Change of Control has occurred, including, in each case, amending, changing
     or modifying any definition relating thereto.

          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. The Company will
mail supplemental indentures to Holders upon request. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.

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          SECTION 9.03. REVOCATION AND EFFECT OF CONSENT. Until an amendment or
waiver 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 Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the last
two sentences 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 consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such persons continue to
be Holders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it is of the type described in the second paragraph of
SECTION 9.02. In case of an amendment or waiver of the type described in the
second paragraph of SECTION 9.02, the amendment or waiver shall bind each Holder
who has consented to it and every subsequent Holder of a Note that evidences the
same indebtedness as the Note of the consenting Holder.

          SECTION 9.04. NOTATION ON OR EXCHANGE OF NOTES. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to the Trustee. At the Company's expense, the
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation on
any Note thereafter authenticated. Alternatively, 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
the appropriate notation, or issue a new Note, shall not affect the validity and
effect of such amendment, supplement or waiver.

          SECTION 9.05. TRUSTEE TO SIGN AMENDMENTS, ETC. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and by the Intercreditor Agreement and that it will be valid and
binding upon the Company. Subject to the preceding sentence, the Trustee shall
sign such amendment, supplement or waiver if the same does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. Notwithstanding
the foregoing sentence, the Trustee may execute any such amendment, supplement
or waiver, even if it affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

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          SECTION 9.06. CONFORMITY WITH TRUST INDENTURE ACT. Every amendment to
this Indenture and supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the TIA as then in effect.

                                   ARTICLE TEN
                                    GUARANTEE

          SECTION 10.01. GUARANTEE. Subject to this Article Ten, the Guarantor
hereby fully and unconditionally guarantees to each Holder of a Note and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (a) the principal of, premium, if any, and
interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest on the Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in the case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantor shall be obligated
to pay the same immediately. The Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

          The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantor, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          The 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. The Guarantor
further agrees that, as between the Holders and the Trustee, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Six
for the purposes of this 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 declaration of acceleration of
such obligations as provided in Article Six,

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such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of this Guarantee.

          SECTION 10.02. LIMITATION ON GUARANTOR LIABILITY. The Guarantor, and
by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree
that the obligations of the Guarantor under its Guarantee and this Article Ten
shall be limited to the maximum amount as will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of the Guarantor
that are relevant under such laws, result in the obligations of such Guarantor
under its Guarantee to not constitute a fraudulent transfer or conveyance.

          SECTION 10.03. EXECUTION AND DELIVERY OF THE GUARANTEE. To evidence
its Guarantee set forth in SECTION 10.01, the Guarantor hereby agrees that a
notation of such Guarantee, substantially in the form included in the Note
annexed hereto as EXHIBIT A, shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President, any Vice
President, Secretary or Treasurer.

          The Guarantor hereby agrees that its Guarantee set forth in SECTION
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

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

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

          In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by SECTION 4.07, the
Company shall cause such Subsidiaries to execute supplemental indentures to this
Indenture and Guarantees in accordance with SECTION 4.07 and this Article Ten,
to the extent applicable.

                                 ARTICLE ELEVEN
                        COLLATERAL AND SECURITY DOCUMENTS

          SECTION 11.01. COLLATERAL AND SECURITY DOCUMENTS. (a) In order to
secure the due and punctual payment of the Notes, the Company and Holdings have
entered into the Security Agreement and the other Security Documents to create
the Junior Liens on the Collateral in accordance with the terms thereof.
Pursuant to the provisions of the Security Agreement, the other Security
Documents and this Indenture, the rights and remedies of the Trustee and the
Holders of the Notes in the Collateral shall be subordinate and subject to the
rights and remedies of the holders of the Senior Liens in accordance with the
terms of the

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Intercreditor Agreement and the other Security Documents. The terms "SENIOR
LENDER CLAIMS" and "NOTEHOLDER CLAIMS" as used in this Indenture shall have the
meanings given to them in the Intercreditor Agreement.

          (b)     Each Holder of a Note, by accepting such Note, agrees to all
of the terms and provisions of the Security Agreement and the other Security
Documents.

          (c)     The Company shall not, and shall not cause or permit any
Guarantor to, intentionally grant a Lien on any of its Collateral to the
collateral agent under the Credit Agreement for the benefit of the lenders under
the Credit Agreement unless a Junior Lien is created contemporaneously in favor
of the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee
and the Holders of the Notes) with respect to such property or assets.

          (d)     The Collateral Agent is hereby authorized and directed to
enter into the Intercreditor Agreement and the Security Agreement, and to
execute such agreements as attorney-in-fact on behalf of the Holders, and take
any and all actions required or permitted by the terms hereof and thereof.

          SECTION 11.02. APPLICATION OF PROCEEDS OF COLLATERAL. Upon any
realization upon the Collateral by the Collateral Agent, the proceeds thereof
shall be applied in accordance with the terms of the Intercreditor Agreement and
the terms hereof.

          SECTION 11.03. POSSESSION, USE AND RELEASE OF COLLATERAL. (a) Unless
an Event of Default shall have occurred and be continuing, subject to the terms
of the Security Documents, the Company and the Guarantor will have the right to
remain in possession and retain exclusive control of the Collateral securing the
Notes and the Guarantee (other than any cash, securities, obligations and cash
equivalents constituting part of the Collateral and under the control of the
Collateral Agent in accordance with the provisions of the Security Documents and
other than as set forth in the Security Documents), to freely operate the
Collateral and to collect, invest and dispose of any income thereon.

          (b)     Each Holder, by accepting such Note, acknowledges that (i) the
Security Documents shall provide that so long as any Senior Lender Claims (or
any commitments or letters of credit in respect thereof) are outstanding, the
holders of Senior Lender Claims shall have the exclusive right and authority to
determine the release, sale, or other disposition with respect to the Collateral
and to change, waive or vary the Security Documents, and (ii) the Trustee or
Holders will not be entitled to take any action whatsoever with respect to the
Collateral and the holders of the Senior Lender Claims may (x) direct the
Collateral Agent to take, or may take on behalf of the Collateral Agent, actions
with respect to the Collateral (including the release of the Collateral and the
manner of realization) without the consent of the Holders or the Trustee and (y)
agree to modify the Security Documents, without the consent of the Holders or
the Trustee, to secure additional Indebtedness and additional secured creditors
in accordance with the terms hereof and thereof. Subject to the terms of the
Security Documents, if at any time or from time to time Collateral that also
secures the Senior Lender Claims is released or otherwise disposed of pursuant
to the terms of the relevant governing documents, as applicable, such Collateral
securing the Notes and any Guarantee shall be automatically released or disposed
of; provided, however, that if an Event of Default under this Indenture exists
as of

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the date on which the Senior Lender Claims are repaid in full, the Collateral
securing the Notes and the Guarantee shall not be released until such Event of
Default and all other Events of Default shall have been cured or otherwise
waived except to the extent such Collateral was disposed of in order to repay
the Senior Lender Claims. Each Holder of a Note, by accepting such Note, directs
the Collateral Agent to take such actions as directed by the holders of the
Senior Lender Claims in accordance with this SECTION 11.03(b).

          (c)     At such time as (i) the Senior Lender Claims have been paid in
full in cash in accordance with the terms thereof, and all commitments and
letters of credit thereunder have been terminated, or (ii) the holders of Senior
Lender Claims have released their Senior Liens on all or any portion of the
Collateral, the Junior Liens on the Collateral shall also be automatically
released to the same extent; provided, however, that (x) in the case of clause
(i) of this sentence, if an Event of Default under this Indenture exists as of
the date on which the Senior Lender Claims are repaid in full or terminated as
described in clause (i), the Junior Liens on the Collateral shall not be
released except to the extent the Collateral or any portion thereof was disposed
of in order to repay the Senior Lender Claims secured by the Collateral, and
thereafter, the Trustee (acting at the direction of the Holders of a majority of
outstanding principal amount of Notes) shall have the right to direct the
Collateral Agent to foreclose upon the Collateral (but in such event, the Junior
Liens shall be released when such Event of Default and all other Events of
Default under this Indenture cease to exist), or (y) in the case of clause (ii)
of this sentence, if the Senior Lender Claims (or any portion thereof) are
thereafter secured by assets that would constitute Collateral, the Notes and the
Guarantee shall then be secured by a Junior Lien on such Collateral, to the same
extent provided pursuant to the Security Documents as then in effect immediately
prior to the release of the Liens on the Collateral. If the Company subsequently
enters into a new Credit Agreement or other Senior Lender Claims that are
secured by assets of the Company and/or its Restricted Subsidiaries of the type
constituting Collateral, then the Notes shall be secured at such time by a
Junior Lien on the collateral securing such Senior Lender Claims (to the extent
such assets are of the type that constitute Collateral) to the same extent (in
all material respects) and with the same (in all material respects) priorities,
consent rights and provisions regarding release of Collateral and other
provisions set forth in the Security Documents as then in effect immediately
prior to the release of the Liens on the Collateral.

          (d)     Notwithstanding the provisions set forth in this SECTION
11.03, the Company and its Subsidiaries may, without any release or consent by
the Collateral Agent or the Trustee, perform a number of activities in the
ordinary course in respect of the Collateral to the extent permitted pursuant to
the Security Documents and this Indenture.

          SECTION 11.04. OPINION OF COUNSEL. So long as the Security Documents
have not been terminated in accordance with the terms thereof, the Company shall
deliver to the Trustee, so long as such delivery is required by Section 314(b)
of the TIA, on the Closing Date and thereafter, at least annually, within 30
days of June 1 of each year (commencing with June 1, 2004), an Opinion of
Counsel either stating that in the opinion of such counsel, such action has been
taken with respect to the recording, filing, rerecording and refiling of this
Indenture or any Security Document as is necessary to maintain the Security
Interests, and reciting the details of such action, or stating that in the
opinion of such counsel, no such action is necessary to maintain such Security
Interests.

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          SECTION 11.05. FURTHER ASSURANCES. The Company and the Guarantor
shall, at its own expense, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such lists, descriptions and
designations of its Collateral, warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral and other
property or rights covered by the Security Interests, which the Collateral Agent
under the Security Documents deems reasonably appropriate or advisable to
perfect, preserve or protect its Security Interest in the Collateral.

          The Company and Guarantor shall, at their own expense, with respect to
Collateral securing Noteholder Claims, promptly after the Closing Date take all
action to ensure that the corresponding actions (including actions with respect
to the granting of security interests and liens and the perfection thereof),
execution and delivery of documents and instruments with respect to collateral
securing the obligations under the Credit Agreement are taken with respect to
the Collateral, including without limitation, (x) delivering to the Collateral
Agent additional Security Documents and other documents and (y) taking all other
action, as may be required pursuant to that certain Letter Agreement dated as
the Closing Date among the Company and Bank of America, N.A., as Administrative
Agent (the "Post Closing Letter"), corresponding to the security documents and
the other documents required to be delivered pursuant to the Post Closing
Letter, in each such case at such times as are set forth therein.

          SECTION 11.06. TRUST INDENTURE ACT REQUIREMENTS. The release of any
Collateral from the Junior Lien of any of the Security Documents or the release
of, in whole or in part, the Junior Liens created by any of the Security
Documents, will not be deemed to impair the Security Interests in contravention
of the provisions hereof if and to the extent the Collateral or Junior Liens are
released pursuant to the applicable Security Documents and pursuant to the terms
hereof. Each Holder of the Notes acknowledges that a release of Collateral or
Liens strictly in accordance with the terms of the Security Documents and the
terms hereof will not be deemed for any purpose to be an impairment of the
Security Documents or otherwise contrary to the terms of this Indenture. So long
as any Senior Lender Claims are outstanding, the Company and the Guarantor shall
comply with TIA Section 314(d) relating to the release of property or securities
from the Junior Lien hereof but only to the extent required by the TIA.

          SECTION 11.07. SUITS TO PROTECT COLLATERAL. Subject to the provisions
of the Security Documents, the Trustee shall have the authority to direct the
Collateral Agent to institute and to maintain such suits and proceedings as the
Trustee may deem expedient to prevent any impairment of the Collateral by any
acts that may be unlawful or in violation of any of the Security Documents or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders of the
Notes in the Collateral (including suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the Security Interests or be prejudicial to the interests of the Holders
of the Notes).

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          SECTION 11.08. PURCHASER PROTECTED. In no event shall any purchaser in
good faith or other transferee of any property purported to be released
hereunder be bound to ascertain the authority of the Trustee to direct the
Collateral Agent to execute the release or to inquire as to the satisfaction of
any conditions required by the provisions hereof for the exercise of such
authority or to see to the application of any consideration given by such
purchaser or other transferee; nor shall any purchaser or other transferee of
any property or rights permitted to be sold by this Article Eleven, be under
obligation to ascertain or inquire into the authority of the Company or any
Guarantor, as applicable, to make any such sale or other transfer.

          SECTION 11.09. POWERS EXERCISEABLE BY RECEIVER OR TRUSTEE. In case the
Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article Eleven upon the Company or any
Guarantor, as applicable, with respect to the release, sale or other disposition
of such property may be exercised by such receiver or trustee, and an instrument
signed by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Company or any Guarantor, as applicable, or of any officer or
officers thereof required by the provisions of this Article Eleven.

          SECTION 11.10. RELEASE UPON TERMINATION OF COMPANY'S OBLIGATIONS. In
the event that the Company delivers an Officers' Certificate and Opinion of
Counsel certifying that its obligations under this Indenture have been satisfied
and discharged by complying with the provisions of Article Eight, the Trustee
shall (i) execute, deliver and authorize such releases, termination statements
and other instruments (in recordable form, where appropriate) as the Company or
any Guarantor, as applicable, may reasonably request to evidence the termination
of the Security Interests created by the Security Documents and (ii) not be
deemed to hold the Security Interests for its benefit and the benefit of the
Holders of the Notes.

          SECTION 11.11. LIMITATION ON DUTY OF TRUSTEE IN RESPECT OF COLLATERAL.
(a) Beyond the exercise of reasonable care in the custody thereof, the Trustee
shall have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to
preservation of rights against prior parties or any other rights pertaining
thereto and the Trustee shall not be responsible for filing any financing or
continuation statements or recording any documents or instruments in any public
office at any time or times or otherwise perfecting or maintaining the
perfection of any security interest in the Collateral. The Trustee shall be
deemed to have exercised reasonable care in the custody of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property and shall not be liable or responsible for any
loss or diminution in the value of any of the Collateral, by reason of the act
or omission of any carrier, forwarding agency or other agent or bailee selected
by the Trustee in good faith.

          (b)     The Trustee shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection,
priority or enforceability of the Liens in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder, except to the extent such action or omission constitutes
gross negligence, bad faith or willful misconduct on the part of the Trustee,
for the validity or sufficiency of the Collateral or any agreement or assignment
contained therein, for the validity of the title of the Company to the
Collateral, for insuring the Collateral or for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise as to the maintenance of
the

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Collateral. The Trustee shall have no duty to ascertain or inquire as to the
performance or observance of any of the terms of this Indenture or the Security
Documents by the Company or the Collateral Agent.

          SECTION 11.12. AUTHORIZATION OF TRUSTEE. The Trustee is hereby
authorized to enter into, or cause any co-collateral agent to enter into, any
Security Document or any other document necessary or appropriate in connection
with any such Security Document. The Trustee shall have no duty to act outside
of the United States in respect of any Collateral located in any jurisdiction
other than the United States ("Foreign Collateral") but shall to the extent
required to create Liens on the Foreign Collateral, or on part thereof, for the
benefit of the Holders and at the specific request of the Issuer and the
Guarantor, appoint for and on behalf of the Holders one of more co-collateral
agents to act on behalf of the Holders with respect to such Foreign Collateral.

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

          SECTION 12.01. TRUST INDENTURE ACT OF 1939. Prior to the effectiveness
of the Registration Statement, this Indenture shall incorporate and be governed
by the provisions of the TIA that are required to be part of and to govern
indentures qualified under the TIA. After the effectiveness of the Registration
Statement, this Indenture shall be subject to the provisions of the TIA that are
required to be a part of this Indenture and shall, to the extent applicable, be
governed by such provisions. If any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by the TIA Section 318(c), the
imposed duties shall control.

          SECTION 12.02. NOTICES. Any notice or communication shall be
sufficiently given if in writing and delivered in person, mailed by first-class
mail or sent by telecopier transmission addressed as follows:

          if to the Company or the Guarantor:

          American Color Graphics, Inc.
          100 Winners Circle
          Brentwood, Tennessee 37027
          Attention: Secretary

          Fax: 615-377-0331


          if to the Trustee:

          The Bank of New York
          101 Barclay Street
          Floor 8 West
          New York, New York 10286
          Attention: Corporate Trust Administration

          Fax: 212-815-5704

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

          Any notice or communication mailed to a Holder shall be mailed to it
at its address as it appears on the Security Register by first-class mail and
shall be sufficiently given to him if so mailed within the time prescribed. Any
notice or communication shall also be so mailed to any Person described in TIA
Section 313(c), to the extent required by the TIA. Copies of any such
communication or notice to a Holder shall also be mailed to the Trustee and each
Agent at the same time.

          Failure to mail a notice or communication to a Holder as provided
herein or any defect in any such notice or communication shall not affect its
sufficiency with respect to other Holders. Except for a notice to the Trustee,
which is deemed given only when received, and except as otherwise provided in
this Indenture, if a notice or communication is mailed in the manner provided in
this SECTION 12.02, it is duly given, whether or not the addressee receives it.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

          SECTION 12.03. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

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

          (ii)    an Opinion of Counsel stating that, all such conditions
     precedent have been complied with, PROVIDED that no such opinion shall be
     required in connection with any initial issuance of the Notes.

          SECTION 12.04. 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 pursuant to SECTION 4.19) shall
include:

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          (i)     a statement that each person signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

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

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

          (iv)    a statement as to whether or not, in the opinion of each such
     person, such condition or covenant has been complied with; provided,
     however, that, with respect to matters of fact, an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

          SECTION 12.05. RULES BY TRUSTEE, PAYING AGENT OR REGISTRAR. The
Trustee, Paying Agent or Registrar may make reasonable rules for its functions.

          SECTION 12.06. PAYMENT DATE OTHER THAN A BUSINESS DAY. If an Interest
Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity
of any Note shall not be a Business Day, then payment of principal of, premium,
if any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Payment Date or Redemption
Date, or at the Stated Maturity or date of maturity of such Note; PROVIDED that
no interest shall accrue for the intervening period.

          SECTION 12.07. GOVERNING LAW. This Indenture, the Notes and the
Guarantee shall be governed and construed in accordance with the laws of the
State of New York. The Trustee, the Company, the Guarantor and the Holders agree
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, the Notes or
the Guarantee.

          SECTION 12.08. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company, the Guarantor or any Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

          SECTION 12.09. NO RECOURSE AGAINST OTHERS. No recourse for the payment
of the principal of, premium, if any, or interest on any of the Notes, or for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Company or the Guarantor
contained in this Indenture or in any of the Notes, or because of the creation
of any Indebtedness represented thereby, shall be had against any incorporator
or against any past, present or future partner, stockholder, other equityholder,
officer, director, employee or controlling person, as such, of the Company, the
Guarantor or any successor Person, either directly or through the Company, the
Guarantor or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby

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expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Notes.

          SECTION 12.10. SUCCESSORS. All agreements of the Company and the
Guarantor in this Indenture and the Notes shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

          SECTION 12.11. DUPLICATE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is sufficient to prove
this Indenture.

          SECTION 12.12. SEPARABILITY. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

          SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.

          SECTION 12.14. NO LIABILITY FOR CLEAN-UP OF HAZARDOUS MATERIALS. In
the event that the Trustee is required to acquire title to an asset for any
reason, or take any managerial action of any kind with regard thereto, in order
to carry out any fiduciary or trust obligation for the benefit of another, which
in the Trustee's sole discretion may cause the Trustee to be considered an
"owner or operator" under the provisions of the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9601, et
seq., or otherwise cause the Trustee to incur liability under CERCLA or any
other federal, state or local law, the Trustee reserves the right to, instead of
taking such action, either resign as Trustee or arrange for the transfer of the
title or control of the asset to a court appointed receiver.

          The Trustee shall not be liable to any person for any environmental
claims or contribution actions under any federal, state or local law, rule or
regulation by reason of the Trustee's actions and conduct as authorized,
empowered and directed hereunder or relating to the discharge, release or
threatened release of hazardous materials into the environment.

                            [signature page follows]

                                       87
<Page>

                                   SIGNATURES

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


                                        AMERICAN COLOR GRAPHICS, INC.


                                        By: /s/ PATRICK KELLICK
                                           ---------------------------------
                                        Name:   Patrick Kellick
                                        Title:  SVP/CFO


                                        ACG HOLDINGS, INC.


                                        By: /s/ PATRICK KELLICK
                                           ---------------------------------
                                        Name:   Patrick Kellick
                                        Title:  SVP/CFO

                                       88
<Page>

                                        THE BANK OF NEW YORK


                                        By: /s/ ROBERT A. MASSIMILLO
                                           ---------------------------------
                                        Name:  Robert A. Massimillo
                                        Title: Vice President

                                       89
<Page>

                                                                       EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT), OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF
THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE, EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K)
UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION", "UNITED STATES", AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO

                                       A-1
<Page>

REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.08 OF THE INDENTURE.

                                       A-2
<Page>

                          AMERICAN COLOR GRAPHICS, INC.

                     10% Senior Second Secured Note Due 2010

                                                              CUSIP Number:
                                                              ISIN Number:

No.____                                                            $____________

          AMERICAN COLOR GRAPHICS, INC., a New York corporation (the "Company"),
which term includes any successor under the Indenture hereinafter referred to),
FOR VALUE RECEIVED, promises to pay to ______, or its registered assigns, the
principal sum of [AMOUNT OF NOTE] (        ) on June 15, 2010. The Notes will be
guaranteed by ACG HOLDINGS, INC. ("Holdings", or the "Guarantor").

          Interest Payment Dates: June 15 and December 15, commencing December
15, 2003.

          Regular Record Dates: June 1 and December 1.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                    GUARANTEE

          For value received, ACG Holdings, Inc. hereby fully and
unconditionally guarantees, as principal obligor and not only as a surety, to
the Holder of this Note the cash payments in United States dollars of principal
of, premium, if any, and interest on this Note in the amounts and at the times
when due and interest on the overdue principal, premium, if any, and interest,
if any, of this Note, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture or the Notes, to the Holder of
this Note and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, Article Ten of the Indenture and this Guarantee. This
Guarantee will become effective in accordance with Article Ten of the Indenture
and its terms shall be evidenced therein. The validity and enforceability of the
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication of this Note.

                                       A-3
<Page>

          IN WITNESS WHEREOF, the undersigned have caused this Note to be signed
by their duly authorized officers.

                                         AMERICAN COLOR GRAPHICS, INC.


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


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


                                         ACG HOLDINGS, INC.


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

                                       A-4
<Page>

                     Trustee's Certificate of Authentication

This is one of the Notes described in the within-mentioned Indenture.


Dated:
       -----------

                                         THE BANK OF NEW YORK, as Trustee


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

                                       A-5
<Page>

                          AMERICAN COLOR GRAPHICS, INC.

                     10% Senior Second Secured Note Due 2010

1.  Principal and Interest.

          The Company will pay the principal of this Note on June 15, 2010.

          The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate per annum
shown above.

          Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the June 1 or December 1 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing December
15, 2003.

          If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated or a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Notes is not declared effective by the Commission, on or before January 3, 2004,
in accordance with the terms of the Registration Rights Agreement dated July 3,
2003, among the Company, the Guarantor and Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC and Credit Suisse First Boston LLC, the annual
interest rate borne by the Notes shall be increased by 0.5% from the rate shown
above, accruing from January 3, 2004, payable in cash semiannually, in arrears,
on each Interest Payment Date, commencing June 15, 2004, until the Exchange
Offer is consummated or the Shelf Registration Statement is declared effective.
The Holder of this Note is entitled to the benefits of such Registration Rights
Agreement.

          Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from July 3, 2003;
PROVIDED that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

          The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
the interest rate borne by the Notes.

                                       A-6
<Page>

2.  Method of Payment.

          The Company will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each June 15 and December 15,
commencing December 15, 2003, to the persons who are Holders (as reflected in
the Security Register at the close of business on the June 1 or December 1
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer or registration of exchange after such
record date; PROVIDED that, with respect to the payment of principal, the
Company will make payment to the Holder that surrenders this Note to a Paying
Agent on or after June 15, 2010.

          The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. If a Holder give the
Company wire transfer instructions, the Company will pay all principal, premium
and interest on such Holder's Notes in accordance with such Holder's
instructions. If the Company is not given wire transfer instructions, payment of
principal, premium, if any, and interest will be made at the office or agency of
the Paying Agent, unless the Company elects to make interest payments by check
mailed to the Holders. It may mail an interest check to a Holder's registered
address (as reflected in the Security Register). If a payment date is a date
other than a Business Day at a place of payment, payment may be made at that
place on the next succeeding day that is a Business Day and no interest shall
accrue for the intervening period.

3.  Paying Agent and Registrar.

          Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. The Company may change any authenticating agent, Paying Agent or
Registrar without notice. The Company, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-Registrar.

4.  Guarantee.

          The payment of principal, premium (if any) and interest on the Notes
is guaranteed on a senior basis by the Guarantor pursuant to Article Ten of the
Indenture.

5.  Indenture; Limitations.

          The Company issued the Notes under an Indenture dated as of July 3,
2003 (the "Indenture"), among the Company, the Guarantor and The Bank of New
York (the "Trustee"). Capitalized terms herein are used as defined in the
Indenture unless otherwise indicated. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

          The Notes are senior second secured obligations of the Company.

                                       A-7
<Page>

          The Company may, subject to Article Four of the Indenture and
applicable law, issue additional Notes under the Indenture.

6.  Optional Redemption.

          The Notes are redeemable, at the Company's option, in whole or in
part, at any time or from time to time, on or after June 15, 2007, and prior to
maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's last address, as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date that is on or prior to the Redemption Date to receive interest due on an
Interest Payment Date), if redeemed during the 12-month period commencing June
15, of the years set forth below:

<Table>
<Caption>
                          Year                   Redemption Price
                          ----                   ----------------
                         <S>                           <C>
                         2007.................         105.0%
                         2008.................         102.5%
                         2009.................         100.0%
</Table>

          In addition, at any time prior to June 15, 2006, the Company may
redeem, on one or more occasions, up to 35% of the principal amount of the Notes
with the Net Cash Proceeds of one or more sales of its Capital Stock (other than
Disqualified Stock) at a Redemption Price (expressed as a percentage of
principal amount) of 110%, plus accrued and unpaid interest to the Redemption
Date (subject to the rights of Holders of record on the relevant Regular Record
Date that is prior to the Redemption Date to receive interest due on an Interest
Payment Date) PROVIDED that at least $150 million aggregate principal amount of
Notes remains outstanding after each such redemption and notice of any such
redemption is mailed within 60 days of each such sale of Capital Stock.

          Notes in original denominations larger than $1,000 may be redeemed in
part.

7.  Repurchase upon Change of Control.

          Upon the occurrence of any Change of Control, each Holder shall have
the right to require the repurchase of its Notes by the Company in cash pursuant
to the offer described in the Indenture at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (the "Payment Date").

          A notice of such Change of Control will be mailed within 30 days after
any Change of Control occurs to each Holder at its last address as it appears in
the Security Register. Notes in original denominations larger than $1,000 may be
sold to the Company in part. On and after the Payment Date, interest ceases to
accrue on Notes or portions of Notes surrendered for purchase by the Company,
unless the Company defaults in the payment of the purchase price.

8.  Denominations; Transfer; Exchange.

                                       A-8
<Page>

          The Notes are in registered form without coupons in denominations of
$1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption. Also, it need not register the
transfer or exchange of any Notes for a period of 15 days before the day of
mailing of a notice of redemption of Notes selected for redemption.

9.   Collateral.

          The Company's obligations under the Notes and the Indenture are
secured by Second Priority Liens on the Collateral in accordance with the terms
of the Security Documents and Article Eleven of the Indenture. The rights and
remedies of the Trustee and the Holders of the Notes secured by the Second
Priority Liens are limited by and subject to the terms of the Security
Documents.

10.  Persons Deemed Owners.

          A Holder shall be treated as the owner of a Note for all purposes.

11.  Unclaimed Money.

          If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

12.  Discharge Prior to Redemption or Maturity.

          If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except, in certain
circumstances, for certain provisions thereof, and (b) to the Stated Maturity,
the Company will be discharged from certain covenants set forth in the
Indenture.

13.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding, and any existing
default or in compliance with any provision may be waived with the consent of
the Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or the consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency and make any change that does not
materially and adversely affect the rights of any Holder.

                                       A-9
<Page>

14.  Restrictive Covenants.

          The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries, among other things, to Incur additional
Indebtedness, make Restricted Payments, suffer to exist restrictions on the
ability of Restricted Subsidiaries to make certain payments to the Company,
issue Capital Stock of Restricted Subsidiaries, engage in transactions with
Affiliates, suffer to exist or incur Liens, enter into sale-leaseback
transactions, use the proceeds from Asset Sales, consolidate or transfer
substantially all of its assets. Within 120 days after the end of each fiscal
year, the Company shall deliver to the Trustee an Officers' Certificate stating
whether or not the signers thereof know of any Default or Event of Default under
such restrictive covenants.

15.  Successor Persons.

          When a successor person or other entity assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor person will
be released from those obligations.

16.  Defaults and Remedies.

          Any of the following events constitutes an "Event of Default" under
the Indenture:

          (a)     default in the payment of principal of (or premium, if any,
     on) any Note when the same becomes due and payable at maturity, upon
     acceleration, redemption or otherwise;

          (b)     default in the payment of interest on any Note when the same
     becomes due and payable, and such default continues for a period of 30
     days;

          (c)     default in the performance or breach of Article Five of the
     Indenture or the failure to make or consummate an Offer to Purchase in
     accordance with SECTION 4.11 or SECTION 4.12 of the Indenture;

          (d)     the Company or any Guarantor defaults in the performance of or
     breaches any other covenant or agreement in the Indenture or under the
     Notes (other than a default specified in clause (a), (b) or (c) above) and
     such default or breach continues for a period of 60 consecutive days after
     written notice by the Trustee or the Holders of 25% or more in aggregate
     principal amount of the Notes;

          (e)     there occurs with respect to any issue or issues of
     Indebtedness of the Company, any Guarantor or any Significant Subsidiary
     having an outstanding principal amount of $10 million or more in the
     aggregate for all such issues of all such Persons, whether such
     Indebtedness now exists or shall hereafter be created, (I) an event of
     default that has caused the holder thereof to declare such Indebtedness to
     be due and payable prior to its Stated Maturity and such Indebtedness has
     not been discharged in full or such acceleration has not been rescinded or
     annulled within 30 days of such acceleration and/or (II) the failure to
     make a principal payment at the final (but not any interim) fixed

                                      A-10
<Page>

     maturity and such defaulted payment shall not have been made, waived or
     extended within 30 days of such payment default;

          (f)     any final judgment or order (not covered by insurance) for the
     payment of money in excess of $10 million in the aggregate for all such
     final judgments or orders against all such Persons (treating any
     deductibles, self-insurance or retention as not so covered) shall be
     rendered against the Company, any Guarantor or any Significant Subsidiary
     and shall not be paid or discharged, and there shall be any period of 60
     consecutive days following entry of the final judgment or order that causes
     the aggregate amount for all such final judgments or orders outstanding and
     not paid or discharged against all such Persons to exceed $10 million,
     during which a stay of enforcement of such final judgment or order, by
     reason of a pending appeal or otherwise, shall not be in effect;

          (g)     a court having jurisdiction in the premises enters a decree or
     order for (A) relief in respect of the Company, any Guarantor or any
     Significant Subsidiary in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
     appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company, any Guarantor or any
     Significant Subsidiary or for all or substantially all the property and
     assets of the Company, any Guarantor or any Significant Subsidiary or (C)
     the winding up or liquidation of the affairs of the Company, any Guarantor
     or any Significant Subsidiary and, in each case, such decree or order shall
     remain unstayed and in effect for a period of 60 consecutive days;

          (h)     the Company, any Guarantor or any Significant Subsidiary (A)
     commences a voluntary case under any applicable bankruptcy, insolvency or
     other similar law now or hereafter in effect, or consents to the entry of
     an order for relief in an involuntary case under any such law, (B) consents
     to the appointment of or taking possession by a receiver, liquidator,
     assignee, custodian, trustee, sequestrator or similar official of the
     Company, any Guarantor or any Significant Subsidiary or for all or
     substantially all the property and assets of the Company, any Guarantor or
     any Significant Subsidiary or (C) effects any general assignment for the
     benefit of creditors;

          (i)     any Guarantor repudiates its obligations under its Note
     Guarantee or, except as permitted by the Indenture, any Note Guarantee is
     determined to be unenforceable or invalid or shall for any reason cease to
     be in full force and effect; or

          (j)     unless all the Collateral has been released from the Second
     Priority Liens in accordance with the provisions of the Security Documents,
     default by Holdings, the Company or any Significant Subsidiary in the
     performance of the Security Documents, or the occurrence of any event,
     which adversely affects the enforceability, validity, perfection or
     priority of the Second Priority Lien on a material portion of the
     Collateral granted to the Collateral Agent for the benefit of the Trustee
     and the Holders, the repudiation or disaffirmation by Holdings, the Company
     or any Significant Subsidiary of its material obligations under the
     Security Documents or the determination in a judicial proceeding that the
     Security Documents are unenforceable or invalid against Holdings, the
     Company or any Significant Subsidiary party thereto for any reason with
     respect to a

                                      A-11
<Page>

     material portion of the Collateral (which default, repudiation,
     disaffirmation or determination is not rescinded, stayed or waived by the
     Persons having such authority pursuant to the Security Documents or
     otherwise cured within 60 days after the Company receives notice thereof
     specifying such occurrence from the Trustee of the holders of at least 25%
     of the outstanding principal amount of the Notes and demanding that such
     default be remedied).

          If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee may, and at the direction of the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding shall, declare all
the Notes to be due and payable. If a bankruptcy or insolvency default with
respect to the Company occurs and is continuing, the Notes automatically become
due and payable. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power.

17.  Trustee Dealings with the Company.

          The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.

18.  Authentication.

          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

19.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

20.  Governing Law.

          This Note shall be governed by, and construed in accordance with, the
laws of the State of New York.

21.  Abbreviations.

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

                                      A-12
<Page>

22. No Recourse Against Others.

          No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of Holdings or the Company in this Indenture, or in any of the Notes
or because of the creation of any Indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer, director, employee or
controlling person of Holdings or the Company or of any successor Person
thereof. Each Holder, by accepting the Notes, waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws.

          The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge. Requests may be made to AMERICAN COLOR
GRAPHICS, INC., 100 Winners Circle, Brentwood, Tennessee 37027; Attention:
Secretary.

                                      A-13
<Page>

                            [FORM OF TRANSFER NOTICE]


          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

INSERT TAXPAYER IDENTIFICATION NO.


_________________________________________________________________

Please print or typewrite name and address including zip code of assignee

_________________________________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the
premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]

          In connection with any transfer of this Note occurring prior to the
date that is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising:

                                   [CHECK ONE]

/ / (a) this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933 provided by Rule 144A
        thereunder

                                       OR

/ / (b) this Note is being transferred other than in accordance with (a) above
        and documents are being furnished that comply with the conditions of
        transfer set forth in this Note and the Indenture.

                                      A-14
<Page>

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:
     -------------        ------------------------------------------------------

                          NOTICE: The signature to this assignment must
                          correspond with the name as written upon the face of
                          the within-mentioned instrument in every particular,
                          without alteration or any change whatsoever.


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

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

Dated:
     -------------                ----------------------------------------------

                                  NOTICE: To be executed by an executive officer

                                      A-15
<Page>

                     OPTION OF THE HOLDER TO ELECT PURCHASE

          If you wish to have this Note purchased by the Company pursuant to
Section 4.11 or 4.12 of the Indenture, check the Box: / /

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, state the amount:
$___________________.

Date:

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

                (Sign exactly as your name appears on the other side of this
Note)

Signature Guarantee:
                     ------------------------------

                                      A-16
<Page>

                                                                       EXHIBIT B

                               FORM OF CERTIFICATE

                                                                   _______,_____

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


Attention:  Corporate Trust Administration

                Re: American Color Graphics, Inc. (the "Company")
                10% Senior Second Secured Notes Due 2010 (the "Notes")
                ------------------------------------------------------

Dear Sirs:

          This letter relates to U.S. $_______ principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of
the Indenture dated as of July 3, 2003 (the "Indenture") relating to the Notes,
we hereby certify that we are (or we will hold such securities on behalf of) a
person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933. Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

          You, the Company and the Guarantor are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                         Very truly yours,
                                         [Name of Holder]


                                         By:
                                             -----------------------------
                                             Authorized Signature

                                       B-1
<Page>

                                                                       EXHIBIT C

                            [FORM OF TRANSFER NOTICE]

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


____________________________________________________________________
Please print or typewrite name and address including zip code of assignee

____________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

______________________________________________ attorney to transfer said Note on
the books of the Company with full power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                   [Check One]

/ / (a) this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933 provided by Rule 144A
        thereunder.

                                       OR

/ / (b) this Note is being transferred other than in accordance with (a) above
        and documents are being furnished which comply with the conditions of
        transfer set forth in this Note and the Indenture.

                                       C-1
<Page>

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:
     --------------------

                          NOTICE: The signature to this assignment must
                          correspond with the name as written upon the face of
                          the within-mentioned instrument in every particular,
                          without alteration or any change whatsoever.

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

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

Dated:
      -------------------

                          NOTICE: To be executed by an executive officer

                                       C-2
<Page>

                                                                       EXHIBIT D

                     Form of Certificate to be Delivered in
               Connection with Transfers Pursuant to Regulation S
               --------------------------------------------------

                                                                   _______,_____

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

Attention: Corporate Trust Administration

                Re: American Color Graphics, Inc. (the "Company")
                10% Senior Second Secured Notes Due 2010 (the "Notes")
                ------------------------------------------------------

Dear Sirs:

          In connection with our proposed sale of U.S.$_____________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of 1933
and, accordingly, we represent that:

          (1)     the offer of the Notes was not made to a person in the United
States;

          (2)     at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

          (3)     no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and

          (4)     the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.

          You, the Company and the Guarantor are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                         Very truly yours,

                                         [Name of Transferor]


                                         By:
                                             ---------------------------
                                             Authorized Signature

                                       D-1
<Page>

                                                                       EXHIBIT E

                            Form of Certificate to be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                                   _______,_____

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


Attention: Corporate Trust Administration

                Re: American Color Graphics, Inc. (the "Company")
             10% Senior Second Secured Notes Due 2010 (the "Notes")
             ------------------------------------------------------

Dear Sirs:

          In  connection  with our  proposed  purchase of  $_________________
aggregate  principal  amount of the

Notes, we confirm that:

          1.      We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of July 3, 2003 (the "Indenture") relating to the Notes and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with such restrictions and conditions and the Securities
Act of 1933, amended (the "Securities Act").

          2.      We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Notes within the time period referred to in
Rule 144(k) of the Securities Act, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of an aggregate principal amount of less than $100,000,
an opinion of counsel acceptable to the Company that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available) or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of
the Notes from us a notice advising such purchaser that resales of the Notes are
restricted as stated herein.

                                       E-1
<Page>

          3.      We understand that, on any proposed resale of any Notes, we
will be required to furnish to you and the Company such certifications, legal
opinions and other information as you and the Company may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Notes purchased by us will bear a legend to the
foregoing effect.

          4.      We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

          5.      We are acquiring the Notes purchased by us for our own account
or for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

          You, the Company and the Guarantor are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.

                                         Very truly yours,
                                         [Name of Transferee]


                                         By:
                                            ---------------------------
                                            Authorized Signature

                                       E-2