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                        Key3Media Group, Inc., as Issuer

              The Subsidiary Guarantors Named Herein, as Guarantors

                                       And

                        The Bank of New York, as Trustee



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


                           SUBORDINATED DEBT INDENTURE

                            Dated as of June 26, 2001


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




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<PAGE>

               RECONCILIATION AND TIE BETWEEN CERTAIN SECTIONS OF
                  THIS INDENTURE AND SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

TRUST INDENTURE
  ACT SECTION                                                  INDENTURE SECTION

ss.310(a)(1)..........................................................609
         (a)      (2).................................................609
         (a)      (3).............................................Not Applicable
         (a)      (4).............................................Not Applicable
         (b)..........................................................608

       ss. 311(a).....................................................613
         (b)..........................................................613
       ss. 312(a).....................................................701
                                                                      702
         (b)..........................................................702
         (c)..........................................................702
       ss. 313(a).....................................................703
         (b)..........................................................703
         (c)..........................................................703
         (d)..........................................................703
       ss. 314(a).....................................................704
         (a)      (4).................................................101

         (b)......................................................Not Applicable
         (c)      (1).................................................102
         (c)      (2).................................................102
         (c)      (3).............................................Not Applicable
         (d)......................................................Not Applicable
         (e)..........................................................102
       ss. 315(a).....................................................601
         (b)..........................................................602
         (c)..........................................................601
         (d)..........................................................601
         (e)..........................................................514
       ss. 316(a).....................................................101
         (a)(1)(A)....................................................502
                                                                      512
         (a)(1)(B)....................................................513
         (a)(2)   ................................................Not Applicable
         (b)..........................................................508
         (c)..........................................................104
       ss. 317(a)(1)..................................................503
         (a)(2).......................................................504
         (b).........................................................1003
       ss. 318(a).....................................................107
-------------------
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>


         SUBORDINATED DEBT INDENTURE, dated as of June 26, 2001, among Key3Media
Group,  Inc., a corporation  duly  organized and existing  under the laws of the
State of Delaware (herein called the "Company"),  having its principal office at
5700 Wilshire Blvd.,  Suite 325, Los Angeles,  CA 90036,  each of the Subsidiary
Guarantors  (as  hereinafter  defined),  and The  Bank of New  York,  a New York
banking corporation, as Trustee (herein called the "Trustee").


                RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

         The Company has duly  authorized  the  execution  and  delivery of this
Indenture  to  provide  for the  issuance  from  time  to time of its  unsecured
debentures,  notes  or  other  evidences  of  indebtedness  (herein  called  the
"Securities"), to be issued in one or more series as provided in this Indenture.

         The Company,  directly or indirectly,  owns  beneficially and of record
100% of the  Capital  Stock  of  Key3Media  Events,  Inc.,  a  corporation  duly
organized  under  the laws of the State of  Delaware  (the  "Initial  Subsidiary
Guarantor"); the Company and the Initial Subsidiary Guarantor are members of the
same consolidated group of companies and are engaged in related businesses;  the
Initial  Subsidiary  Guarantor will derive direct and indirect economic benefits
from the issuance of the Securities;  accordingly,  the Subsidiary Guarantor has
duly  authorized the execution and delivery of this Indenture to provide for the
Subsidiary  Guarantee by it with respect to the  Securities as set forth in this
Indenture.

         All things  necessary to make this  Indenture a valid  agreement of the
Company and the Initial Subsidiary Guarantor, in accordance with its terms, have
been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For  and in  consideration  of the  premises  and the  purchase  of the
Securities  by the Holders  thereof,  it is mutually  agreed,  for the equal and
proportionate  benefit of all Holders of the Securities or of series thereof, as
follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.  Definitions.

         For all  purposes  of this  Indenture,  except as  otherwise  expressly
provided or unless the context otherwise requires:

              (1) the terms  defined in this Article have the meanings  assigned
         to them in this Article and include the plural as well as the singular;

<PAGE>

              (2) all other  terms used  herein  which are  defined in the Trust
         Indenture  Act,  either  directly  or by  reference  therein,  have the
         meanings assigned to them therein;

              (3) all  accounting  terms not otherwise  defined  herein have the
         meanings  assigned  to  them  in  accordance  with  generally  accepted
         accounting principles;

              (4) unless the context  otherwise  requires,  any  reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture;

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

              (6) when used with respect to any Security,  the words  "convert",
         "converted" and  "conversion" are intended to refer to the right of the
         Holder or the Company to convert or exchange  such Security into or for
         securities or other property in accordance  with such terms, if any, as
         may hereafter be specified for such Security as contemplated by Section
         301,  and  these  words are not  intended  to refer to any right of the
         Holder or the Company to exchange such Security for other Securities of
         the same series and like tenor  pursuant to Section 304,  305, 306, 906
         or 1107 or another  similar  provision  of this  Indenture,  unless the
         context otherwise  requires;  and references herein to the terms of any
         Security that may be converted  mean such terms as may be specified for
         such Security as contemplated in Section 301.

         "Acquired Indebtedness" means, with respect to any Person, Indebtedness
of a Person existing at the time such Person becomes a Restricted  Subsidiary or
assumed by a Restricted  Subsidiary in connection  with an Asset  Acquisition by
such  Restricted  Subsidiary;  provided  such  Indebtedness  was not Incurred in
connection  with  or in  contemplation  of such  Person  becoming  a  Restricted
Subsidiary or such Asset Acquisition.

         "Act", when used with respect to any Holder,  has the meaning specified
in Section 104.

         "Adjusted  Consolidated  Net Income"  means,  for any  period,  the net
income (or loss) of the Company and its Restricted  Subsidiaries for such period
determined on a consolidated  basis 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 in the case of such net  income to the extent
                of the

                                      -2-

<PAGE>

                aggregate  amount of cash  actually  distributed  by such Person
                during  such  period  to the  Company  or  one of the  Company's
                Restricted  Subsidiaries  as a  dividend  or other  distribution
                (subject, in the case of a dividend or other distribution to one
                of the Company's  Restricted  Subsidiaries,  to the  limitations
                contained in (3) below);

         (2)    the net income (or loss) of any Person  acquired  by the Company
                or any  of  its  Subsidiaries  for  any  period  prior  to  such
                acquisition;

         (3)    the net income of any  Restricted  Subsidiary  of the Company to
                the extent that it is not  permitted  at that time to declare or
                pay such net income as  dividend or other  distributions  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;

         (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  1009,  any  amount  paid or  accrued  as
                dividends  on the  Company's  Preferred  Stock  owned by Persons
                other than the Company or any of its Restricted Subsidiaries;

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

         (7)    all extraordinary gains and extraordinary losses;

         (8)    any non-cash compensation charges arising from compensation paid
                to the Company's employees;

         (9)    non-cash gains or losses resulting from fluctuations in currency
                exchange rates; and

         (10)   the tax effect of any of the items listed above.

         "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.

                                       -3-

<PAGE>

         "Applicable  Procedures"  of a  Depositary  means,  with respect to any
matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.

         "Asset Acquisition" means:

         (1)  any   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; or

         (2)  any   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.

         "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,  any of its
Restricted  Subsidiaries  or  any  Person  who  becomes  one  of  the  Company's
Restricted Subsidiaries as a result of such transaction of:

         (1)  all or  any of the  Capital  Stock  of any  Restricted  Subsidiary
              (other than directors' qualifying shares),

         (2)  all or  substantially  all  of  the  property  and  assets  of any
              division  or  line  of  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;

provided  that  "Asset  Sale" shall not  include  any  transactions  governed by
Article 8 of this Indenture or any sale, transfer or other disposition of:

         (A)  inventory, receivables and other current assets,

         (B)  assets constituting a Permitted Investment or a Restricted Payment
              permitted to be made under Section 1009,

         (C)  Temporary Cash Investments,

         (D)  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,

         (E)  Capital  Stock,  property or assets  having a Fair Market Value of
              less  than $3  million  in any  single  transaction  or  series of
              related transactions.


                                       -4-

<PAGE>

         "Authenticating  Agent" means any Person  authorized  by the Trustee to
act on behalf of the Trustee to authenticate Securities.

         "Average  Life"  means,  with respect to any  Indebtedness  (or portion
thereof),  as of any  determination  date, the sum of the following  product for
each  scheduled  payment  of the  principal  of such  Indebtedness  (or  portion
thereof):

         (1)  the number of years  (calculated to the nearest  one-twelfth) from
              the  determination  date to the scheduled  principal payment date,
              and

         (2)  the amount of such scheduled principal payment,

divided by the sum of all such scheduled principal payments.

         "Board of Directors"  means,  with respect to any Person,  the board of
directors of such Person or any duly authorized committee thereof.

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

         "Business Day",  when used with respect to any Place of Payment,  means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or  executive  order to close;  provided  that,  when used with  respect  to any
Security,  "Business  Day"  may  have  such  other  meaning,  if any,  as may be
specified for such Security as contemplated by Section 301.

         "Capital Stock" means, with respect to any Person,  any and all shares,
interests,  participations or other  equivalents  (however  designated,  whether
voting or  non-voting)  representing  an equity  participation  in such  Person,
whether outstanding on the date of this Indenture or issued thereafter.

         "Capitalized  Lease  Obligation"  means, with respect to any Person, an
obligation  that is required to be classified and accounted for as a capitalized
lease on the face of a balance sheet of such person in accordance with GAAP, and
the  amount  of  Indebtedness  represented  by  such  obligation  shall  be  the
capitalized amount of such obligation that would appear on the face of a balance
sheet of such person in accordance  with GAAP, and the Stated  Maturity  thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date such lease may be terminated without penalty.

         "Change of Control" means any time that:

         (1)  a "person" or "group"  (within  the meaning of Sections  13(d) and
              l4(d)(2) of the Exchange Act or any successor provision


                                       -5-

<PAGE>

              thereto) other than SOFTBANK Corp. and its Affiliates  becomes the
              ultimate  "beneficial  owner" (as defined in Rules l3d-3 and 13d-5
              under the Exchange Act) of more than 50% of the total Voting Power
              of all of the outstanding  Voting Stock of the Company  calculated
              on a fully diluted basis; or

         (2)  the  Continuing  Directors  cease for any reason to  constitute  a
              majority of the members of the Board of  Directors  of the Company
              then in office.

         "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 Trust  Indenture  Act,  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.

         "Company"  means  the  Person  named  as the  "Company"  in  the  first
paragraph  of this  instrument  until a successor  Person shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Company" shall mean such successor Person.

         "Company  Request" or "Company  Order" means a written request or order
signed in the name of the Company by any two of the following: a Chairman of the
Board, a Vice Chairman of the Board, a President, an Executive Vice President, a
Treasurer,  an Assistant  Treasurer,  its Secretary or an Assistant Secretary of
the  Company,  or any other  officer or officers of the  Company  designated  in
writing by or pursuant to authority of the Board of Directors  and  delivered to
the Trustee from time to time.

         "Consolidated EBITDA" means, for any period,  Adjusted Consolidated Net
Income for such period  plus,  to the extent any of the  following  amounts were
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
              (excluding any such non-cash charge to the extent it represents an
              accrual of or reserve for cash charges in any future period); and

                                       -6-

<PAGE>

         (6)  any non-capitalized  transaction costs Incurred in connection with
              actual,   proposed  or  abandoned   financings,   acquisitions  or
              divestitures,

minus any non-cash items that increased  such Adjusted  Consolidated  Net Income
(excluding any such non-cash item to the extent it represents the reversal of an
accrual or reserve for anticipated cash charges in any prior period) and plus or
minus any Consolidated  EBITDA Adjustments  applicable to such period;  provided
that, if any tradeshow or event which represented  (positively or negatively) 5%
or more of the Consolidated EBITDA for the prior fiscal year occurs twice in any
four  quarters  for  which   Consolidated   EBITDA  is  being  calculated,   the
Consolidated  EBITDA from one of those two  occurrences  shall be excluded  from
Consolidated EBITDA, as determined by an Officer of the Company. Notwithstanding
the foregoing,  if only a portion of the net income of any Restricted Subsidiary
of the Company is included in Adjusted  Consolidated  Net Income,  then only the
same  portion  of the items  relating  to that  Restricted  Subsidiary  that are
required to be added to or  subtracted  from  Adjusted  Net Income to  determine
Consolidated EBITDA shall be so added or subtracted.

         "Consolidated  EBITDA  Adjustment"  means,  with respect to any quarter
included in any four quarters for which Consolidated  EBITDA is being calculated
(the  "Current  Quarter"),  the  amount  of  Consolidated  EBITDA  gain  or loss
contributed by any tradeshow or event that was held in the corresponding quarter
in the prior fiscal year which represented (positively or negatively) 5% or more
of the  Consolidated  EBITDA for such prior  fiscal  year and that did not occur
during the four quarters for which  Consolidated  EBITDA is being calculated but
is scheduled to occur in any of the following three quarters.

         "Consolidated  Interest  Expense" means,  with respect to any series of
Securities  for any  period,  the  aggregate  amount of  interest  in respect of
Indebtedness of the Company and its Restricted  Subsidiaries  during such period
determined in  accordance  with GAAP and after giving effect to any net payments
made or received  by them under  Interest  Rate  Agreements,  including  without
limitation (whether or not required by GAAP):

         (1)  amortization of original issue discount on any Indebtedness,

         (2)  the interest portion of any deferred payment obligation,

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

         (4)  the net costs of Interest Rate Agreements,

         (5)  interest  actually  paid by the  Company or any of its  Restricted
              Subsidiaries under any Guarantee of any Indebtedness of any Person
              other than the Company or any of its Restricted Subsidiaries,

         (6)  the  interest   component   of  rental   payments  in  respect  of
              Capitalized Lease Obligations, and


                                       -7-

<PAGE>

         (7)  dividend  payments made by (a) Restricted  Subsidiaries in respect
              of  their  Preferred  Stock  and (b) the  Company  in  respect  of
              Disqualified Stock.

Notwithstanding the foregoing:

         (A)  if only a portion of the net income of any  Restricted  Subsidiary
              of the Company is included  in Adjusted  Consolidated  Net Income,
              then  only  the  same  portion  of  the  interest  expense  of the
              Restricted   Subsidiary   shall   be   included   in   calculating
              Consolidated Interest Expense,

         (B)  any premiums,  fees and expenses (and any  amortization  thereof),
              payable in connection  with the offering of the Securities of such
              series  shall be  excluded  from the  definition  of  Consolidated
              Interest Expense, and

         (C)  for purposes of Section 1009,  Consolidated Interest Expense shall
              not include any charge caused by the write off of any other assets
              or  unamortized  original  issued debt discount  during the fiscal
              year ending December 31, 2001.

         "Continuing  Director" means, as of any determination date with respect
to any series of Securities, any member of the Company's board of directors who:

         (1)  was a member of the Company's Board of Directors immediately after
              the Issue Date of Securities of such series; or

         (2)  was nominated  for election or elected to the  Company's  Board of
              Directors with the approval of, or whose election to the Company's
              Board of  Directors  was  ratified  by, at least a majority of the
              Continuing  Directors who were members of the  Company's  Board of
              Directors at the time of that nomination or election.

         "Corporate  Trust Office" means the principal  office of the Trustee in
New York, New York at which at any particular  time its corporate trust business
shall be  administered,  which at the date  hereof  is  located  at 101  Barclay
Street, New York, New York 10286.

         "corporation"  means a corporation,  association,  company (including a
limited liability company), joint-stock company, business trust or other similar
entity.

         "Covenant Defeasance" has the meaning specified in Section 1303.

         "Credit  Agreement" means the $150,000,000  amended and restated credit
agreement,  dated the date hereof,  among the Company, as borrower,  the initial
lenders and the guarantors named in the Credit Agreement,  Morgan Stanley Senior
Funding,  Inc., as sole lead arranger and sole  book-runner  and  administrative
agent, Morgan Stanley & Co.  Incorporated,  as Collateral Agent, The Bank of New
York, as syndication agent, and UBS Warburg, as documentation agent, as amended,
and any replacement, refinancing or refunding thereof.

         "Currency Agreement" means any foreign exchange contract, currency swap
agreement, or other similar agreement or arrangement.


                                       -8-

<PAGE>

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

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1302.

         "Depositary"  means,  with respect to Securities of any series issuable
in whole or in part in the form of one or more  Global  Securities,  a  clearing
agency  that  is  designated  to  act  as  Depositary  for  such  Securities  as
contemplated by Section 301.

         "Designated Noncash Consideration" means noncash consideration received
by the Company or any of its Restricted Subsidiaries in connection with an Asset
Sale that is  designated  as  Designated  Noncash  Consideration  pursuant to an
Officers'  Certificate which sets forth the basis of determining the Fair Market
Value  thereof  and is  executed  by the  principal  executive  officer  and the
principal  financial  officer of the Company;  provided that, in determining the
aggregate Fair Market Value of the Designated Noncash Consideration  outstanding
at any time, there shall be subtracted the aggregate amount of cash or Temporary
Cash  Investments  received in connection with a sale of any Designated  Noncash
Consideration  (which  sale  shall be  deemed an Asset  Sale and  which  cash or
Temporary Cash Investments must be applied in accordance with Section 1015).

         "Designated Senior Indebtedness" means

         (1)  any Indebtedness of the Company under the Credit Agreement, and

         (2)  any  other  Indebtedness  of  the  Company   constituting   Senior
              Indebtedness that, at the date of determination,  has an aggregate
              principal  amount  outstanding  of,  or in  respect  of which  the
              lenders are committed to lend up to, at least $25 million and that
              is   specifically   designated  in  the  instrument   creating  or
              evidencing  such  Senior   Indebtedness   as  "Designated   Senior
              Indebtedness."

         "Disqualified  Stock" means,  with respect to any Person and any series
of  Securities,  any class or series of Capital Stock of such Person that by its
terms or otherwise is

         (1)  required  to be  redeemed  prior  to the  Stated  Maturity  of the
              Securities of such series,

         (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
              Securities of such series, or


                                       -9-

<PAGE>

         (3)  convertible  into or exchangeable for Capital Stock referred to in
              either of Clause  (1) or (2)  above or for  Indebtedness  having a
              Stated  Maturity prior to the Stated Maturity of the Securities of
              such series;

provided that

         (A)  only  the  portion  of  Capital  Stock  which  is  so  mandatorily
              redeemable,  redeemable at the option of the holder or convertible
              or exchangeable  prior to the Stated Maturity of the Securities of
              such series will be deemed to be Disqualified Stock, and

         (B)  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  Securities  of such  series
              shall  not  constitute  Disqualified  Stock  if the  terms of such
              Capital  Stock  specifically  provide  that such  Person  will not
              repurchase  or redeem any such stock  pursuant  to such  provision
              prior to the  repurchase of such  Securities of such series as are
              required to be  repurchased  pursuant to Sections 1015 or 1016, as
              applicable,  unless such  repurchase or  redemption  complies with
              Section 1009.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange  Act"  means  the  Securities  Exchange  Act of 1934  and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "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  of the  Company,  whose
determination shall be conclusive if evidenced by a Board Resolution.

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

         "GAAP"  means,  with  respect  to any series of  Securities,  generally
accepted  accounting  principles in the United States of America as in effect as
of the Issue Date of such series of Securities,  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  based on GAAP contained or
referred to in this Indenture  shall be computed in conformity with GAAP applied
on a consistent basis.


                                      -10-

<PAGE>

         "Global  Security"  means a Security that  evidences all or part of the
Securities  of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "Guarantee"  by  any  Person,  means  any  obligation,   contingent  or
otherwise, of such Person guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner,  whether directly or indirectly,  and, without
limitation, any obligation of such Person:

         (1)  to purchase or pay (or advance or supply funds for the purchase or
              payment of) such Indebtedness,

         (2)  to purchase  (or to advance or supply  funds for the  purchase of)
              any security for the payment of such Indebtedness,

         (3)  to purchase  property,  securities  or services for the purpose of
              assuring  the holder of such  Indebtedness  of the payment of such
              Indebtedness, or

         (4)  to maintain  working  capital,  equity capital or other  financial
              statement  condition or liquidity of the primary  obligor so as to
              enable the primary obligor to-pay such Indebtedness,

and "Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings correlative
to the foregoing;  provided, however, that the Guarantee by any Person shall not
include  endorsements by such Person for collection or deposit,  in either case,
in the ordinary course of business.

         "Holder"  means a Person in whose name a Security is  registered in the
Security Register.

         "Incur" means,  with respect to any Indebtedness or other obligation of
any Person,  to create,  issue,  incur (by  conversion,  exchange or otherwise),
assume,  Guarantee or otherwise  become  liable  (contingently  or otherwise) in
respect of such  Indebtedness or other obligation or the recording,  of any such
Indebtedness  or other  obligation  on the  balance  sheet of such  Person  (and
"Incurrence"  "Incurred",  "Incurrable"  and  "Incurring"  shall  have  meanings
correlative to the foregoing); provided, however, that

         (1)  a change in generally accepted accounting  principles that results
              in an  obligation  of such  Person that exists at the time of such
              change becoming  Indebtedness shall not be deemed an Incurrence of
              such Indebtedness,

         (2)  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


                                      -11-

<PAGE>

         (3)  neither  the  accrual of interest  nor the  accretion  of original
              issue  discount  nor  the  payment  of  interest  in the  form  of
              additional  Indebtedness  (to the  extent  provided  for  when the
              Indebtedness on which such interest is paid was originally issued)
              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 (8) 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;

         (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;

         (7)  the  Disqualified  Stock of such  Person  and,  in the case of any
              Restricted Subsidiary, any of its Preferred Stock;

         (8)  all Indebtedness of other Persons Guaranteed by such Person to the
              extent such Indebtedness is Guaranteed by such Person; and

         (9)  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

                                      -12-

<PAGE>

              increase the  Indebtedness of the obligor  outstanding at any time
              other  than as a  result  of  fluctuations  in  commodity  prices,
              foreign currency  exchange rates or interest rates or by reason of
              fees, indemnities and compensation payable thereunder).

The amount of Indebtedness of any Person as of any  determination  date shall be
the outstanding  balance on such date in the case of  unconditional  obligations
and,  with respect to contingent  obligations,  the maximum  liability  upon the
occurrence of the contingency giving rise to the obligation, provided that

         (A)  the amount outstanding at any time of any Indebtedness issued at a
              price less than its principal or face amount at maturity  shall be
              the amount of the  liability  in  respect  thereof  determined  in
              accordance with GAAP;

         (B)  the amount of Indebtedness  represented by  Disqualified  Stock of
              any Person  shall be the  maximum  amount  that such Person can be
              required to pay to redeem,  repay or repurchase such  Disqualified
              Stock  (excluding any accrued  dividends) as of the  determination
              date;

         (C)  the amount of any Indebtedness represented by Preferred Stock that
              is not  Disqualified  Stock  shall be the  liquidation  preference
              thereof;

         (D)  the amount of Indebtedness  that is secured by a Lien on any asset
              of a  Person  shall be  deemed  to be the  lesser  of (i) the Fair
              Market Value of such asset as of the  determination  date and (ii)
              the amount of such Indebtedness;

         (E)  the amount of  Indebtedness  represented by obligations  under any
              Commodity Agreement, Currency Agreement or Interest Rate Agreement
              shall be the  termination  value of such  agreement  that would be
              payable  by such  Person  if it was  terminated  as of the date of
              determination; and

         (F)  money  borrowed and set aside at the time of the Incurrence of any
              Indebtedness  in order to refund 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.

Notwithstanding the foregoing, Indebtedness shall not include:

         (i)  obligations created, issued or Incurred by any Person with respect
              to  customer   subscription  payments  or  customer  deposits  for
              tradeshows, conferences or other events;

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


                                      -13-

<PAGE>

         (iii)performance,  surety  or appeal  bonds  provided  consistent  with
              industry practice; or

         (iv) indemnification,   adjustment   of   purchase   price  or  similar
              obligations  under,  or Guarantees  or letters of credit,  surety,
              bonds or performance  bonds  securing any such  obligations of the
              Company  or  any  of  its  Subsidiaries  pursuant  to,  agreements
              relating to 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.

         "Indenture" means this instrument as originally  executed and as it may
from  time  to  time  be  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
including,  for all  purposes  of this  instrument  and  any  such  supplemental
indenture,  the  provisions  of the Trust  Indenture Act that are deemed to be a
part  of and  govern  this  instrument  and  any  such  supplemental  indenture,
respectively.  The term  "Indenture"  shall also include the terms of particular
series of Securities established as contem plated by Section 301.

         "Initial Subsidiary Guarantor" means Key3Media Events, Inc., a Delaware
corporation.

         "interest",  when used  with  respect  to an  Original  Issue  Discount
Security which by its terms bears interest only after  Maturity,  means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any Security,  means
the Stated Maturity of an instalment of interest on such Security.

         "Interest  Rate  Agreement"  means,  with  respect to any  Person,  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  to which such
Person is a party or by which it is bound.

         "Investment" by any Person means any direct or indirect  advance,  loan
or other extension of credit (including, without limitation, by way of Guarantee
or similar  arrangement)  or capital  contribution  (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) to, or any purchase or  acquisition  of Capital Stock,
bonds,  notes,  debentures or other similar  instruments issued by, such Person.
Notwithstanding  the  foregoing,  none of the  following  will be  deemed  to be
Investments:


                                      -14-

<PAGE>

         (1)  bank deposits other than time deposits,

         (2)  commissions, travel and similar advances to officers and employees
              made in the ordinary course of business, and

         (3)  extensions  of credit to  customers  or  suppliers in the ordinary
              course of business that constitute  accounts  receivable,  prepaid
              expenses or deposits in accordance, with GAAP.

For purposes of Section 1009, Investments will include:

         (A)  in connection with any  designation of a Restricted  Subsidiary as
              an  Unrestricted  Subsidiary,  the  percentage  of the Fair Market
              Value of the net assets of such  Subsidiary  determined  as of the
              designation  date  equal  to  the  Company's  direct  or  indirect
              percentage equity interest in such Subsidiary, and

         (B)  in  connection  with any  issuance  or sale of Capital  Stock of a
              Restricted  Subsidiary  as a result  of which  it  ceases  to be a
              Subsidiary, the Fair Market Value of the remaining Investments (if
              any) in such Person by the Company and its Restricted Subsidiaries
              determined as of the date of such issuance or sale.

         "Investment  Company Act" means the Investment  Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Issue Date" means, with respect to any series of Securities,  the date
on which the Securities of such series are originally issued.

         "Leverage Ratio," means, as of any determination  date, with respect to
any Person, the ratio of:

         (1)  the  aggregate  outstanding  Indebtedness  of such  Person and its
              Restricted  Subsidiaries  as  of  the  date  of  the  most  recent
              available  annual  or  quarterly  balance  sheet  determined  on a
              consolidated basis in accordance with GAAP to

         (2)  the  aggregate   amount  of  Consolidated   EBITDA  for  the  four
              consecutive fiscal quarters ending on such balance sheet date;

provided, however, that if since the beginning of such period:

         (A)  such  Person or any of its  Restricted  Subsidiaries  has made any
              Asset  Sale  or if the  transaction  giving  rise  to the  need to
              calculate the Leverage  Ratio is an Asset Sale,  the  Consolidated
              EBITDA for such period  will be reduced by an amount  equal to the
              Consolidated   EBITDA  (if  positive)  for  such  period  directly
              attributable  to the  assets  which are the  subject of such Asset
              Sale or increased by an amount  equal to the

                                      -15-

<PAGE>

              Consolidated  EBITDA  (if  negative)  for  such  period,  directly
              attributable to such Asset Sale,

         (B)  such  Person or any of its  Restricted  Subsidiaries  has made (by
              merger or  otherwise)  an  Investment in any Person that becomes a
              Restricted  Subsidiary  of such  Person or is merged  with or into
              such Person or an acquisition of assets, including any acquisition
              of assets  occurring in connection with a transaction  giving rise
              to the need to calculate the Leverage Ratio of such Person,  which
              constitutes  all or  substantially  all of a  division  or line of
              business,  Consolidated  EBITDA for such period will be calculated
              after giving pro forma effect thereto (including the Incurrence of
              any  Indebtedness  and including  the pro forma  expenses and cost
              reductions   calculated  in   accordance   with   Regulation   S-X
              promulgated  by the  SEC) as if  such  Investment  or  acquisition
              occurred on the first day of such period,

         (C)  any Person that subsequently became a Restricted Subsidiary or was
              merged  with  or  into  such  Person  or  any  of  its  Restricted
              Subsidiaries since the beginning of such period has made any Asset
              Sale or any  Investment or  acquisition  of assets that would have
              required an adjustment pursuant to Clause (1) or (2) above if made
              by such Person or one of its Restricted  Subsidiaries  during such
              period,  Consolidated  EBITDA for such period  will be  calculated
              after giving pro forma effect thereto (including the Incurrence of
              any  Indebtedness  and including  the pro forma  expenses and cost
              reductions   calculated  in   accordance   with   Regulation   S-X
              promulgated by the Commission) as if such Asset Sale or Investment
              occurred on the first day of such period, and

         (D)  such Person or any of its  Restricted  Subsidiaries  has Incurred,
              repaid or retired any Indebtedness,  the Consolidated EBITDA shall
              be  calculated  after giving pro forma effect to such  Incurrence,
              repayment or retirement as if it occurred on the first day of such
              period  (except  that in making  such  calculation,  the amount of
              Indebtedness under any revolving credit facility shall be computed
              based on the average daily balance of such Indebtedness).

For purposes of this definition,  whenever pro forma effect is to be given to an
acquisition of assets,  amount of income or earnings relating  thereto,  the pro
forma  calculations will be determined in good faith by a responsible  financial
or accounting officer of the Company.

         "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).

         "Maturity",  when used with respect to any Security,  means the date on
which the principal of such  Security or an instalment of principal  becomes due
and

                                      -16-

<PAGE>

payable as  therein or herein  provided,  whether at the Stated  Maturity  or by
declaration of acceleration, call for redemption or otherwise.

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

         "Net  Available  Cash"  means,  with  respect  to any Asset  Sale,  the
proceeds of such Asset Sale in the form of cash or  Temporary  Cash  Investments
received (including any cash or Temporary Cash Investments  payments received by
way  of  deferred  payment  of  principal  pursuant  to a  note  or  installment
receivable or otherwise,  but only as and when received, and excluding any other
consideration  received in the form of  assumption  by the  acquiring  person of
Indebtedness or other obligations  relating to the properties or assets that are
the subject of such Asset Sale or received in any other noncash form, whether or
not constituting  Designated Noncash Consideration)  therefrom, in each case net
of:

         (1)  all legal, accounting, investment banking, title and recording tax
              expenses,  commissions and other fees and expenses  Incurred,  and
              all Federal, state,  provincial,  foreign and local taxes required
              to, be paid or accrued as a liability  under GAAP as a consequence
              of such Asset Sale,

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

         (3)  all  distributions  and  other  payments  required  to be  made to
              minority  interest  holders in Subsidiaries or joint ventures as a
              result of such Asset Sale, and

         (4)  the deduction of appropriate  amounts to be provided by the seller
              as a reserve,  in accordance  with GAAP,  against any  liabilities
              associated  with the  assets  disposed  of in such  Asset Sale and
              retained  by the  Company  or any of its  Restricted  Subsidiaries
              after such Asset Sale.

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

         "Notice of Default"  means a written  notice of the kind  specified  in
Section 501(4).

         "Offer to Purchase" means, with respect to any series of Securities, an
offer by the Company to purchase the  Securities of such series from the Holders
thereof  commenced  by  mailing a notice  to the  Trustee  and each such  Holder
stating:


                                      -17-

<PAGE>

         (1)  the  Section  of the  Indenture  pursuant  to which  the  Offer to
              Purchase  is being  made and that all  Securities  of such  series
              validly tendered will be accepted for payment on a pro rata basis;

         (2)  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");

         (3)  that any  Securities  of such series not tendered will continue to
              accrue interest pursuant to their terms;

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

         (5)  that Holders  electing to have Securities of such series purchased
              pursuant  to the Offer to Purchase  will be required to  surrender
              the  Securities  of such series,  together  with the form entitled
              "Option of the Holder to Elect  Purchase"  on the reverse  side of
              the  Securities of such series  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;

         (6)  that  Holders of  Securities  of such  series  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  Securities  of  such  series  delivered  for  purchase  and  a
              statement  that such Holder is  withdrawing  his  election to have
              such Securities of such series purchased; and

         (7)  that Holders whose  Securities of such series are being  purchased
              only in part will be issued new Securities of such series equal in
              principal  amount to the unpurchased  portion of the Securities of
              such  series  surrendered;  provided  that each  Security  of such
              series purchased and each new Security of such series 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  Securities  of such series
              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  Securities  of such  series or  portions  thereof so
              accepted; and


                                      -18-

<PAGE>

         (C)  deliver,  or cause to be delivered,  to the Trustee all Securities
              of such series or portions  thereof so accepted  together  with an
              Officers' Certificate  specifying the Securities of such series or
              portions thereof accepted for payment by the Company.

The Paying Agent shall promptly mail to the Holders of Securities of such series
so accepted  payment in an amount equal to the purchase  price,  and the Trustee
shall  promptly  authenticate  and mail to such Holders a new Security  equal in
principal  amount  to  any  unpurchased  portion  of the  Security  surrendered;
provided that each new Security  purchased and each new Security 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.

         "Officers'  Certificate"  means a certificate  signed by any two of the
following: a Chairman of the Board, a Vice Chairman of the Board, a President, a
Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an Assistant
Secretary of the Company or a Subsidiary  Guarantor,  as the case may be, or any
other officer or officers of the Company or a Subsidiary Guarantor,  as the case
may be,  designated  in a writing by or  pursuant to  authority  of its Board of
Directors  and  delivered to the Trustee from time to time.  One of the officers
signing an  Officers'  Certificate  given  pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

         "Opinion  of  Counsel"  means,  as  to  the  Company  or  a  Subsidiary
Guarantor,  a written opinion of counsel,  who may be counsel for the Company or
such Subsidiary Guarantor, and who shall be acceptable to the Trustee.

         "Original  Issue Discount  Security"  means any Security which provides
for an amount less than the principal  amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding",  when used with respect to Securities,  means, as of the
date of determination,  all Securities  theretofore  authenticated and delivered
under this Indenture, except:

              (1) Securities theretofore canceled by the Trustee or delivered to
         the Trustee for cancellation;

              (2)  Securities  for  whose  payment  or  redemption  money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company or any  Subsidiary  Guarantor)  in
         trust  or set  aside  and  segregated  in  trust  by the  Company  or a
         Subsidiary Guarantor (if the Company or such Subsidiary Guarantor shall
         act as its own  Paying  Agent)  for  the  Holders  of such  Securities;
         provided that, if such  Securities  are to be redeemed,  notice of such
         redemption  has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made;


                                      -19-

<PAGE>

              (3) Securities as to which  Defeasance has been effected  pursuant
         to Section 1302;

              (4) Securities  which have been paid pursuant to Section 306 or in
         exchange  for  or  in  lieu  of  which  other   Securities   have  been
         authenticated and delivered pursuant to this Indenture,  other than any
         such  Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona  fide   purchaser  in  whose  hands  such   Securities  are  valid
         obligations of the Company; and

              (5)  Securities  as  to  which  any  property   deliverable   upon
         conversion  thereof has been  delivered (or such delivery has been duly
         provided for), or as to which any other particular conditions have been
         satisfied,  in each  case as may be  provided  for such  Securities  as
         contemplated in Section 301;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of the Outstanding  Securities  have given,  made or taken any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action  hereunder as of any date, (A) the principal  amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the  principal  thereof  which  would be due and  payable  as of such  date upon
acceleration  of the Maturity  thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal  amount  payable at the Stated  Maturity of a
Security is not determinable,  the principal amount of such Security which shall
be deemed to be  Outstanding  shall be the amount as specified or  determined as
contemplated by Section 301, (C) the principal amount of a Security  denominated
in one or more foreign currencies,  composite currencies or currency units which
shall  be  deemed  to be  Outstanding  shall  be  the  U.S.  dollar  equivalent,
determined  as of such date in the manner  provided as  contemplated  by Section
301, of the  principal  amount of such  Security  (or, in the case of a Security
described in Clause (A) or (B) above,  of the amount  determined  as provided in
such Clause),  and (D) Securities owned by the Company or any other obligor upon
the Securities 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,  waiver  or  other  action,  only
Securities  which a Responsible  Officer of the Trustee  actually knows to be so
owned shall be so  disregarded.  Securities  so owned which have been pledged in
good faith may be regarded as  Outstanding  if the  pledgee  establishes  to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Payment Blockage Period" has the meaning specified in Section 1403.

         "Paying  Agent" means any Person  authorized  by the Company to pay the
principal  of or any  premium or  interest  on any  Securities  on behalf of the
Company.

                                      -20-

<PAGE>

         "Permitted Investment" means, with respect to any series of Securities,
an Investment by the Company or any of its Restricted Subsidiaries in:

         (1)    the Company or one of its  Restricted  Subsidiaries  or a Person
                which will,  upon the making or as a result of such  Investment,
                become  one of  its  Restricted  Subsidiaries  or be  merged  or
                consolidated   with  or  into  or  transfer  or  convey  all  or
                substantially  all its  assets  to,  the  Company  or one of its
                Restricted  Subsidiaries;  provided that such  Person's  primary
                business is related,  ancillary or complementary to the business
                of the  Company or its  Restricted  Subsidiaries  on the date of
                such Investment;

         (2)    cash or 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 settlement of debts
                created  in the  ordinary  course of  business  and owing to the
                Company or any of its Restricted Subsidiaries or in satisfaction
                of judgments;

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

         (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;

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

         (8)    loans  or  advances  to  employees  that  do not  exceed  in the
                aggregate, at any time, $1.0 million;

         (9)    securities or other assets  acquired  solely in exchange for the
                issuance of Capital Stock (other than Disqualified  Stock) or in
                accordance  with an Asset Sale made in  accordance  with Section
                1015;

         (10)   Investments  made  after the Issue  Date of  Securities  of such
                series in a business related,  ancillary or complementary to the
                Company  or one of its  Restricted  Subsidiaries  on the date of
                such  investment  in  the  form  of  joint  ventures,  operating
                agreements, partnership agreements

                                      -21-

<PAGE>

                or  other   similar  or   customary   agreements,   interest  or
                arrangements,  with  unaffiliated  third parties,  the aggregate
                outstanding  amount of which does not exceed $25  million at any
                time; and

         (11)   other   Investments   having  an  aggregate  Fair  Market  Value
                (measured on the date each such  investment was made and without
                giving effect to any changes in value), when taken together with
                all other  investments  pursuant  to this  Clause  (11),  not to
                exceed $20 million.

         "Person" means any individual, corporation, partnership, joint venture,
trust,  unincorporated  organization,  government  or any  agency  or  political
subdivision thereof or any other entity or organization.

         "Place of  Payment",  when used with respect to the  Securities  of any
series  and  subject  to  Section  1002,  means the  place or  places  where the
principal of and any premium and interest on the  Securities  of that series are
payable as specified as contemplated by Section 301.

         "Predecessor  Security" of any particular Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 306 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

         "Proceeding" has the meaning specified in Section 1402.

         "Purchase Money Secured  Indebtedness" of any Person means Indebtedness
of such  Person  secured by a Lien on real or  personal  property of such Person
which Indebtedness:

         (1)  constitutes  all or a part of the purchase  price or  construction
              cost of such property, or

         (2)  is Incurred  prior to, at the time of or within 180 days after the
              acquisition  or  substantial  completion  of such property for the
              purpose  of  financing  all or any part of the  purchase  price or
              construction cost thereof;

provided that:

         (A)  such  Indebtedness  does not exceed 100% of the purchase  price or
              construction cost of such property, and


                                      -22-

<PAGE>

         (B)  such Lien does not,  extend to or cover any  property  other  than
              such item of property and any improvements on such item.

         "Replacement Assets" means, on any date, property or assets (other than
current assets) of a nature or type or that are used or useful in a business (or
an  Investment  in a Subsidiary of the Company or other Person who will become a
Subsidiary as a result of such  Investment  and that has property or assets of a
nature or type, or engaged in a business) related, ancillary or complementary 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.

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

         "Redemption  Price",  when  used with  respect  to any  Security  to be
redeemed,  means  the  price  at  which it is to be  redeemed  pursuant  to this
Indenture.

         "Regular Record Date" for the interest  payable on any Interest Payment
Date on the  Securities of any series means the date  specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president,  any assistant  secretary,  any assistant  treasurer,  any trust
officer,  any assistant  trust  officer or any other officer of the Trustee,  in
each case, located in the Corporate Trust Office of the Trustee, and also means,
with respect to a particular  corporate trust matter,  any other officer to whom
such matter is referred  because of his  knowledge of and  familiarity  with the
particular subject.

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

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

         "Securities"  has the  meaning  stated  in the  first  recital  of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities  Act"  means  the  Securities  Act of 1933 and any  statute
successor thereto, in each case as amended from time to time.

         "Securities Payment" has the meaning set forth in Section 1402.

         "Security  Register"  and  "Security  Registrar"  have  the  respective
meanings specified in Section 305.

         "Senior  Indebtedness" of the Company or any Subsidiary  Guarantor,  as
the  case may be,  means,  with  respect  to any  series  of  Securities  or the
Subsidiary

                                      -23-

<PAGE>

Guarantees  thereof,   as  applicable,   the  following   obligations,   whether
outstanding on the date of this Indenture or thereafter Incurred:

         (1)  all Indebtedness of such Person and all other monetary obligations
              (including,   without  limitation,   expenses,   fees,  principal,
              interest,  reimbursement  obligations  under letters of credit and
              indemnities payable in connection  therewith) of such Person under
              (or in respect of) any of the Credit  Agreement  or any  Commodity
              Agreement,  Interest Rate Agreement or Currency Agreement relating
              to the Indebtedness under such agreement, and

         (2)  all other  Indebtedness  of such Person (other than the Securities
              and any Subsidiary  Guarantees),  all monetary obligations of such
              Person  under (or in respect  of) the  agreements  or  instruments
              relating  to such other  Indebtedness  and  interest on such other
              Indebtedness;

provided that the term "Senior Indebtedness" shall not include:

         (A)  any Indebtedness as to which the terms of the instruments creating
              or  evidencing  the same  provide  that such  Indebtedness  is not
              senior or is subordinated in right of payment to the Securities of
              such series or the Subsidiary  Guarantees  thereof by such Person,
              as applicable;

         (B)  any  Indebtedness  of such Person that is subordinated in right of
              payment to any other Indebtedness of such Person;

         (C)  any  Indebtedness of such Person that is owed to the Company or to
              another  Person  when such  other  Person is a  Subsidiary  of the
              Company;

         (D)  any obligations in respect of any Capital Stock of such Person;

         (E)  any Indebtedness of such Person to any employees of the Company or
              any Subsidiary of the Company;

         (F)  any Trade Payables of, or operating lease rental payments by, such
              Person;

         (G)  any  Indebtedness  of such  Person  Incurred in  violation  of the
              covenants  applicable  to the  Securities  of such  series  or the
              Subsidiary Guarantees thereof by such Person, as applicable; or

         (H) any liability for taxes owed by such Person.

         "Senior Nonmonetary Default" has the meaning specified in Section 1403.

         "Senior Payment Default" has the meaning specified in Section 1403.

                                      -24-

<PAGE>

         "Significant  Subsidiary"  means, with respect to the Company as of any
determination date, any Person that is a "significant subsidiary" of the Company
as of that date as defined in Rule 1-02(w) of Regulation S-X. Promulgated by the
Commission or any successor provision.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity" means:

         o    with respect to any debt security or any  installment of principal
              thereof  or  interest  thereon,  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

         o    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 other  Person a
majority  of the  combined  Voting  Power  of the  total  outstanding  ownership
interests in which is, at the time of determination, beneficially owned or held,
directly  or  indirectly,  by the first  Person  and/or one or more of its other
Subsidiaries.

         "Subsidiary   Guarantee   Payment  Blockage  Period"  has  the  meaning
specified in Section 1603.

         "Subsidiary  Guarantees"  means,  with respect to the Securities of any
series,  the  guarantees  with  respect to the  Securities  of such  Series by a
Subsidiary  Guarantor  pursuant  to  Article  Fifteen  hereof or a  supplemental
indenture hereto.

         "Subsidiary  Guarantor"  means,  with respect to the  Securities of any
series, the Initial Subsidiary Guarantor and any other Subsidiary of the Company
required to provide a Subsidiary  Guarantee  with respect to the  Securities  of
such series pursuant to Section 1012.

         "Subsidiary  Guarantor  Payment"  has the meaning  specified in Section
1602.

         "Subsidiary  Guarantor Proceeding" has the meaning specified in Section
1602.

         "Subsidiary  Guarantor  Senior  Nonmonetary  Default"  has the  meaning
specified in Section 1603.

         "Subsidiary Guarantor Senior Payment Default" has the meaning specified
in Section 1603.

         "Temporary Cash Investment" means any of the following:

                                      -25-

<PAGE>

         (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 of the date of acquisition thereof;

         (2)  time deposits,  certificates  of deposit,  money market  deposits,
              overnight bank deposits or bankers'  acceptances  maturing  within
              one year 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 $500  million (or the  foreign  currency
              equivalent  thereof) and has  outstanding  long-term debt which is
              rated at the time,  of  acquisition  at least "A" (or such similar
              equivalent   rating)  by  at  least  one   nationally   recognized
              statistical rating  organization (as defined in Rule 436 under the
              Securities Act) or any money market fund sponsored by a registered
              broker dealer or mutual fund distributor;

         (3)  repurchase  obligations  with a term of not  more  than 7 days for
              underlying  securities of the types described in Clause (1) or (2)
              above  or  Clause  (5)  below  entered  into  with a bank or trust
              company meeting the qualifications described in Clause (2) above;

         (4)  commercial  paper,  maturing not more than 270 days after the date
              of acquisition,  issued by a corporation  (other than an Affiliate
              of the Company)  organized and in existence  under the laws of the
              United States of America, any state thereof or any foreign country
              recognized  by the United  States of America  with a rating at the
              time of  acquisition  thereof of at least "P-2" (or the equivalent
              thereof) by Moody's or "A-2" (or the equivalent thereof) by S&P;

         (5)  securities  with  maturities  of one year 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.

         "Trade  Payables"  means,  with  respect to any  Person,  any  accounts
payable,  indebtedness,   liability,  or  other  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 or rental of goods, services or premises.


                                      -26-

<PAGE>

         "Treasury  Rate" means the yield to maturity at the time of computation
of United States Treasury  securities with a constant  maturity (as compiled and
published  in the most recent  Federal  Reserve  Statistical  Release H.15 (519)
which has become  publicly  available  at least two  business  days prior to the
Redemption Date (or, if such  Statistical  Release is no longer  published,  any
publicly  available  source of similar  market  data)) most nearly  equal to the
period from such date of redemption to , 2006,  provided,  however,  that if the
period  from such  date of  redemption  to , 2006 is not  equal to the  constant
maturity  of the United  States  Treasury  security  for which a weekly  average
yield,  is given,  the Treasury  Rate shall be obtained by linear  interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States  Treasury  securities  for which such yields are given,  except
that if the period from such date of redemption to , 2006 is less than one year,
the weekly average yield on actually  traded United States  Treasury  securities
adjusted to a constant majority of one year shall be used.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust  Indenture  Act of 1939 is amended  after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939 as so amended.

         "Trustee"  means  the  Person  named  as the  "Trustee"  in  the  first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  Person,  "Trustee"  as used  with
respect to the  Securities  of any series shall mean the Trustee with respect to
Securities of that series.

         "Unrestricted Subsidiary" means:

         (1)  initially,  Key3Media Arts Events, Inc. and Key3Media Advertising,
              Inc.,

         (2)  any  other   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

         (3)  any Subsidiary of an Unrestricted Subsidiary.

The Company's  Board of Directors  may  designate any  Subsidiary of the Company
(including any newly  acquired or newly formed  Subsidiary of the Company) to be
an Unrestricted  Subsidiary  unless such  Subsidiary or any of its  Subsidiaries
owns any  Capital  Stock of, or owns or holds any Lien on any  property  of, the
Company or any of its Restricted Subsidiaries; 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


                                      -27-

<PAGE>

              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
                   $10,000 or less or

              (ii) if such  Subsidiary  has assets  greater than  $10,000,  such
                   designation would be permitted under Section 1009; and

         (C)  if applicable,  the Incurrence of Indebtedness  and the Investment
              referred to in Clause (A) of this proviso would be permitted under
              Sections 1007 and 1009.

The Company's Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted  Subsidiary;  provided that immediately after giving effect to such
designation:

              (x) no  Default or Event of Default  shall  have  occurred  and be
                  continuing, and

              (y) 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.  Government  Obligations"  has the meaning  specified  in Section
1304.

         "Vice President",  when used with respect to the Company,  a Subsidiary
Guarantor or the Trustee,  means any executive  vice  president,  whether or not
designated  by a number or a word or words added before or after the title "vice
president".

         "Voting Power" means power to vote in an ordinary election of directors
(or,  in the case of a Person that is not a  corporation,  to appoint or approve
the ordinary  appointment of Persons holding similar positions),  whether at all
times or only as long as no senior class of ownership  interests has such voting
power by reason of any contingency.

         "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.



                                      -28-

<PAGE>

         "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.


SECTION 102.  Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee such  certificates  and opinions as may be required  under the Trust
Indenture  Act;  provided,  however,  that no such opinion  shall be required in
connection with the issuance of Securities of any Series.  Each such certificate
or  opinion  shall be given in the form of an  Officers'  Certificate,  if to be
given by an officer of the Company,  or an Opinion of Counsel, if to be given by
counsel,  and shall comply with the  requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Indenture shall include,

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

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

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

              (4) a  statement  as to  whether,  in the  opinion  of  each  such
         individual, such condition or covenant has been complied with.


SECTION 103.  Form of Documents Delivered to Trustee.

         In any case where  several  matters are required to be certified by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.


                                      -29-

<PAGE>

         Any  certificate  or opinion of an officer of the Company may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous. Any such certificate or opinion of, or representation by, counsel may
be based,  insofar  as it  relates to factual  matters,  upon a  certificate  or
opinion of, or representations by, an officer or officers of the Company stating
that the  information  with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations  with respect to
such matters are erroneous.

         Where any  Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.


SECTION 104.  Acts of Holders; Record Dates.

         Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided or permitted  by this  Indenture to be given,  made or
taken by Holders may be embodied in and evidenced by one or more  instruments of
sub  stantially  similar tenor signed by such Holders in person or by agent duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become  effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required,  to the Company. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Indenture  and (subject to Section 601)  conclusive  in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
cer  tificate  of a notary  public or other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in  a  capacity  other  than  an  individual  capacity,  such
certificate or affidavit shall also constitute sufficient proof of such signer's
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner which the Trustee deems sufficient.

         The ownership of Securities shall be proved by the Security Register.


                                      -30-

<PAGE>

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

         The  Company  may set any  day as a  record  date  for the  purpose  of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Company  may not set a record date for,  and the  provisions  of this  paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or  direction  referred to in the next  paragraph.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities  of the relevant  series on such record date,  and no other  Holders,
shall be  entitled  to take the  relevant  action,  whether or not such  Holders
remain  Holders  after such record date;  provided  that no such action shall be
effective  hereunder unless taken on or prior to the applicable  Expiration Date
by Holders of the requisite  principal amount of Outstanding  Securities of such
series on such record  date.  Nothing in this  paragraph  shall be  construed to
prevent  the Company  from  setting a new record date for any action for which a
record date has previously  been set pursuant to this  paragraph  (whereupon the
record date previously set shall  automatically and with no action by any Person
be canceled and of no effect),  and nothing in this paragraph shall be construed
to render  ineffective  any action taken by Holders of the  requisite  principal
amount of Outstanding  Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph,  the
Company,  at its own  expense,  shall  cause  notice of such  record  date,  the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of  Securities  of the relevant  series in
the manner set forth in Section 106.

         The  Trustee  may set any  day as a  record  date  for the  purpose  of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default,  (ii) any  declaration  of
acceleration  referred  to in  Section  502,  (iii)  any  request  to  institute
proceedings  referred to in Section 507(2) or (iv) any direction  referred to in
Section 512, in each case with  respect to  Securities  of such  series.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities of such series on such record date,  and no other  Holders,  shall be
entitled to join in such notice, declaration,  request or direction,  whether or
not such Holders  remain  Holders after such record date;  provided that no such
action shall be effective  hereunder  unless taken on or prior to the applicable
Expiration  Date by Holders of the  requisite  principal  amount of  Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be  construed  to prevent  the  Trustee  from  setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any  Person be  canceled  and of no  effect),  and  nothing in this


                                      -31-

<PAGE>

paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the Trustee, at the Company's expense,  shall cause
notice of such record date,  the proposed  action by Holders and the  applicable
Expiration  Date to be given to the  Company  in writing  and to each  Holder of
Securities of the relevant series in the manner set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record  dates may  designate  any day as the  "Expiration
Date" and from time to time may change  the  Expiration  Date to any  earlier or
later day;  provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing,  and
to each Holder of Securities  of the relevant  series in the manner set forth in
Section 106, on or prior to the existing  Expiration Date. If an Expiration Date
is not designated  with respect to any record date set pursuant to this Section,
the party  hereto  which set such record date shall be deemed to have  initially
designated  the 180th day after such  record  date as the  Expiration  Date with
respect thereto,  subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal amount.


SECTION 105.  Notices, Etc., to Trustee and Company.

         Any request, demand, authorization,  direction, notice, consent, waiver
or Act of Holders or other  document  provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

              (1) the Trustee by any Holder or by the Company or any  Subsidiary
         Guarantor  shall be  sufficient  for every  purpose  hereunder if made,
         given,  furnished  or filed in  writing  to or with the  Trustee at its
         Corporate   Trust   Office,   Attention:    Corporate   Trust   Trustee
         Administration, or

              (2) the Company or any  Subsidiary  Guarantor by the Trustee or by
         any Holder shall be  sufficient  for every  purpose  hereunder  (unless
         otherwise  herein  expressly   provided)  if  in  writing  and  mailed,
         first-class  postage  prepaid,  to the Company  addressed  to it at the
         address of its  principal  office  specified in the first  paragraph of
         this instrument or at any other address previously furnished in writing
         to the Trustee by the Company.


                                      -32-

<PAGE>

SECTION 106.  Notice to Holders; Waiver.

         Where this Indenture  provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register,  not later
than the latest date (if any),  and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail,  neither the failure to mail such  notice,  nor any defect in any
notice so mailed,  to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  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.

         Where this Indenture  provides for Notice of any event to a Holder of a
Global  Security,  such  notice  shall  be  sufficiently  given  if given to the
Depositary  for such  Security  (or its  designee),  pursuant to its  Applicable
Procedures,  not later than the latest date (if any),  and not earlier  than the
earliest date (if any), prescribed for the giving of such notice.

SECTION 107.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust  Indenture Act which is required under such Act to be a part of and
govern this Indenture,  the latter provision shall control.  If any provision of
this  Indenture  modifies or excludes any  provision of the Trust  Indenture Act
which may be so modified or excluded,  the latter  provision  shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


SECTION 108.  Effect of Headings and Table of Contents.

         The Article and Section  headings  herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.


SECTION 109.  Successors and Assigns.

                                      -33-

<PAGE>

         All  covenants and  agreements in this  Indenture by the Company or any
Subsidiary Guarantor shall bind its respective  successors and assigns,  whether
so expressed or not.


SECTION 110.  Separability Clause.

         In case any provision in this Indenture or in the  Securities  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 111.  Benefits of Indenture.

         Nothing in this  Indenture  or in the  Securities,  express or implied,
shall give to any  Person,  other than the parties  hereto and their  successors
hereunder,  the holders of Senior  Indebtedness and the Holders,  any benefit or
any legal or equitable right, remedy or claim under this Indenture.


SECTION 112.  Governing Law.

         This Indenture,  the Securities and the Subsidiary  Guarantees shall be
governed by and construed in accordance with the law of the State of New York.


SECTION 113.  Legal Holidays.

         In any  case  where  any  Interest  Payment  Date,  Redemption  Date or
Maturity of any Security, or any date on which a Holder has the right to convert
his Security, shall not be a Business Day at any Place of Payment, then (notwith
standing any other provision of this Indenture or of the Securities  (other than
a provision of any Security which specifically  states that such provision shall
apply in lieu of this  Section))  payment of interest or principal (and premium,
if any),  or  conversion  of such  Security  need  not be made at such  Place of
Payment on such date,  but may be made on the next  succeeding  Business  Day at
such Place of Payment  with the same force and effect as if made on the Interest
Payment  Date or  Redemption  Date,  or at the  Maturity,  or on such  date  for
conversion, as the case may be.


                                      -34-

<PAGE>

                                   ARTICLE TWO

                     SECURITY AND SUBSIDIARY GUARANTEE FORMS


SECTION 201.  Forms Generally.

         The  Securities  of each  series and the  Subsidiary  Guarantees  to be
endorsed thereon shall be in  substantially  the form set forth in this Article,
or in  such  other  form as  shall  be  established  by or  pursuant  to a Board
Resolution or in one or more indentures  supplemental  hereto, in each case with
such appropriate  insertions,  omissions,  substitutions and other variations as
are required or permitted by this Indenture,  and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be  required  to comply  with the  rules of any  securities  exchange  or
Depositary  therefor or as may,  consistently  herewith,  be  determined  by the
officers executing such Securities or Subsidiary Guarantees, as the case may be,
as evidenced by their execution thereof. If the form of Securities of any series
is  established  by action taken  pursuant to a Board  Resolution,  a copy of an
appropriate  record of such action  shall be  certified  by the  Secretary or an
Assistant  Secretary of the Company and  delivered to the Trustee at or prior to
the  delivery  of  the  Company  Order  contemplated  by  Section  303  for  the
authentication and delivery of such Securities.

         The definitive  Securities and the Subsidiary Guarantees to be endorsed
thereon shall be printed,  lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the officers executing
such  Securities or Subsidiary  Guarantees,  as the case may be, as evidenced by
their execution thereof.

SECTION 202.  Form of Face of Security.

         [Insert  any  legend  required  by the  Internal  Revenue  Code and the
regulations thereunder.]

                              Key3Media Group, Inc.

          ............................................................

No. .........                                                         $ ........

         Key3Media Group,  Inc., a corporation duly organized and existing under
the laws of the State of  Delaware  (herein  called  the  "Company",  which term
includes any successor Person under the Indenture  hereinafter referred to), for
value        received,        hereby        promises       to       pay       to
 ...............................................,   or  registered  assigns,  the
principal    sum   of    ......................................    Dollars    on
 ........................................................  [if the Security is to
bear  interest  prior to Maturity,  insert-- , and to pay interest  thereon from
 .............  or from the most

                                      -35-

<PAGE>

recent  Interest  Payment Date to which  interest has been paid or duly provided
for,  semi-annually on ............  and ............  in each year,  commencing
 .........,  and at the Maturity thereof,  at the rate of ....% per annum,  until
the  principal  hereof is paid or made  available for payment as provided in the
Indenture [if  applicable,  insert -- , provided that any principal and premium,
and any such instalment of interest, which is overdue shall bear interest at the
rate of ...% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment,  and such interest shall be payable on demand].  The
interest so payable, and punctually paid or duly provided for as provided in the
Indenture,  on any Interest Payment Date will, as provided in such Indenture, be
paid to the  Person in whose  name  this  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such  interest,  which  shall be the  .......  or .......  (whether or not a
Business Day), as the case may be, next  preceding  such Interest  Payment Date.
Any such interest so payable,  but not punctually  paid or duly provided for, on
any Interest  Payment Date will  forthwith  cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special  Record  Date,  or be
paid in any other lawful manner not  inconsistent  with the  requirements of any
securities  exchange on which this Security may be listed,  and upon such notice
as may be  required  by  such  exchange,  all as  more  fully  provided  in said
Indenture].

[If the  Security  is not to bear  interest  prior to  Maturity,  insert  -- The
principal  of this  Security  shall  not bear  interest  except in the case of a
default in payment of principal upon acceleration,  upon redemption or at Stated
Maturity and in such case the overdue  principal  and any overdue  premium shall
bear  interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made  available  for  payment.  Interest  on any  overdue
principal or premium shall be payable on demand.]

         Payment of the principal of (and premium,  if any) and [if  applicable,
insert -- any such]  interest  on this  Security  will be made at the  office or
agency of the Company maintained for that purpose in New York, New York, in such
coin or  currency  of the United  States of America as at the time of payment is
legal tender for payment of public and private debts,  against surrender of this
Security in the case of any payment due at the Maturity of the principal thereof
(other than any payment of interest  that first  becomes  payable on a day other
than an Interest  Payment Date);  provided,  however,  that at the option of the
Company,  payment of interest  may be made by check mailed to the address of the
Person entitled  thereto as such address shall appear in the Security  Register;
and provided,  further, that if this Security is a Global Security,  payment may
be made pursuant to the Applicable  Procedures of the Depositary as permitted in
said Indenture.


                                      -36-

<PAGE>


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

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

                                      -37-

<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.




                                    Key3Media Group, Inc.



                                    By:_________________________________________

                                    Name:
                                    Title:

Attest:

 .........................................


SECTION 203.  Form of Reverse of Security.

         This  Security is one of a duly  authorized  issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Subordinated  Debt  Indenture,  dated as of June 26, 2001 (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument),  among the Company, the Subsidiary Guarantors named therein and The
Bank of New York as Trustee  (herein called the  "Trustee",  which term includes
any successor trustee under the Indenture),  and reference is hereby made to the
Indenture  for a statement  of the  respective  rights,  limitations  of rights,
duties and immunities thereunder of the Company, the Subsidiary Guarantors,  the
Trustee,  the Holders of Senior  Indebtedness  and the Holders of the Securities
and of the  terms  upon  which  the  Securities  and the  Subsidiary  Guarantees
endorsed thereon are, and are to be, authenticated and delivered.  This Security
is one of the series  designated on the face hereof [if applicable,  insert -- ,
limited in aggregate principal amount to $...........].

         [If applicable,  insert -- The Securities of this series are subject to
redemption  upon not less than 30 days' nor more  than 60 days'  notice,  at any
time [if applicable,  insert -- on or after ..........,  20..], as a whole or in
part, at the election

                                      -38-

<PAGE>

of the Company, at the following  Redemption Prices (expressed as percentages of
the  principal  amount):  If  redeemed  [if  applicable,  insert -- on or before
 ...............,  ...%, and if redeemed]  during the 12-month  period  beginning
 ............. of the years indicated,

                   Redemption                                        Redemption
Year                  Price                     Year                    Price
----               -------------                ----                 ---------





and  thereafter at a Redemption  Price equal to .....% of the principal  amount,
together  in the  case of any  such  redemption  with  accrued  interest  to the
Redemption Date, but interest  instalments  whose Stated Maturity is on or prior
to such  Redemption Date will be payable to the Holders of such  Securities,  or
one or more  Predecessor  Securities,  of record at the close of business on the
relevant  Record Dates  referred to on the face  hereof,  all as provided in the
Indenture.]

         [If the Security is subject to redemption of any kind, insert -- In the
event of  redemption of this Security in part only, a new Security or Securities
of this  series  and of like tenor for the  unredeemed  portion  hereof  will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         The indebtedness  evidenced by this Security is, to the extent provided
in the  Indenture,  subordinate  and  subject  in right of  payment to the prior
payment in full of all Senior Indebtedness,  and this Security is issued subject
to the  provisions of the Indenture  with respect  thereto.  Each Holder of this
Security,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such
provisions,  (b) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the  subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes.  Each Holder hereof, by his or her acceptance hereof,  waives
all notice of the acceptance of the  subordination  provisions  contained herein
and in the  Indenture  by  each  holder  of  Senior  Indebtedness,  whether  now
outstanding or hereafter created,  Incurred,  assumed or guaranteed,  and waives
reliance by each such holder upon said provisions.

         As provided in the Indenture and subject to certain limitations therein
set forth,  the obligations of the Company under the Indenture and this Security
are Guaranteed on a senior subordinated basis pursuant to Subsidiary  Guarantees
endorsed  hereon.  The Indenture  provides that a Subsidiary  Guarantor shall be
released from its Subsidiary Guarantee upon compliance with certain conditions.

         [If  applicable,  insert  --  The  Indenture  contains  provisions  for
defeasance  at any time of the entire  indebtedness  of this Security or certain
restrictive  covenants and Events of Default with respect to this  Security,  in
each case upon compliance with certain conditions set forth in the Indenture.]


                                      -39-

<PAGE>

         [If the Security is not an Original Issue Discount Security,  insert --
If an Event of Default with respect to Securities of this series shall occur and
be  continuing,  the principal of the  Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount  Security,  insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing,  an amount of  principal  of the  Securities  of this  series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.  Such amount shall be equal to -- insert formula for  determining the
amount.  Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue  principal,  premium and  interest  (in each
case  to the  extent  that  the  payment  of  such  interest  shall  be  legally
enforceable),  all of the Company's obligations in respect of the payment of the
principal of and premium and interest,  if any, on the Securities of this series
shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the  Subsidiary  Guarantors  and the  rights of the  Holders of the
Securities of each series to be affected  under the Indenture at any time by the
Company,  the  Subsidiary  Guarantors  and the  Trustee  with the consent of the
Holders  of a  majority  in  principal  amount  of the  Securities  at the  time
Outstanding of all series to be affected  (considered  together as one class for
this purpose). The Indenture also contains provisions (i) permitting the Holders
of a majority in principal  amount of the Securities at the time  Outstanding of
all series to be affected under the Indenture  (considered together as one class
for this purpose), on behalf of the Holders of all Securities of such series, to
waive  compliance  by the  Company or the  Subsidiary  Guarantors  with  certain
provisions  of the Indenture  and (ii)  permitting  the Holders of a majority in
principal  amount of the Securities at the time  Outstanding of any series to be
affected under the Indenture  (with each such series  considered  separately for
this  purpose),  on behalf of the Holders of all  Securities of such series,  to
waive certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Security issued upon the  registration of transfer hereof or in exchange herefor
or in lieu  hereof,  whether or not  notation of such  consent or waiver is made
upon this Security.

         As provided  in and subject to the  provisions  of the  Indenture,  the
Holder of this  Security  shall not have the right to institute  any  proceeding
with respect to the Indenture,  or for the appointment of a receiver or trustee,
or for any other remedy  thereunder,  unless such Holder  shall have  previously
given the Trustee  written notice of a continuing  Event of Default with respect
to the Securities of this series,  the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding  shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee indemnity reasonably  satisfactory
to it, and the Trustee shall not have received from the Holders of a majority in
principal  amount  of  Securities  of this

                                      -40-

<PAGE>

series at the time Outstanding a direction  inconsistent with such request,  and
shall have failed to institute any such proceeding, for 60 days after receipt of
such notice,  request and offer of indemnity.  The foregoing  shall not apply to
any suit  instituted by the Holder of this Security for the  enforcement  of any
payment of  principal  hereof or any premium or interest  hereon on or after the
respective due dates expressed herein.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest  on this  Security  at the  times,  place and rate,  and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set  forth,  the  transfer  of this  Security  is  registrable  in the  Security
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Company  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

         The  Securities  of this series are issuable  only in  registered  form
without coupons in denominations of $1,000 and any multiple thereof. As provided
in  the  Indenture  and  subject  to  certain  limitations  therein  set  forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the  Subsidiary  Guarantors,  the  Trustee  and any  agent of the
Company, the Subsidiary  Guarantors or the Trustee may treat the Person in whose
name this Security is  registered as the owner hereof for all purposes,  whether
or not this  Security  be  overdue,  and neither  the  Company,  the  Subsidiary
Guarantors,  the  Trustee  nor any such agent shall be affected by notice to the
contrary.

         This Security is a Global  Security and is subject to the provisions of
the  Indenture  relating to Global  Securities,  including  the  limitations  in
Section 305 thereof on transfers and exchanges of Global Securities.

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

                                      -41-


<PAGE>

         All terms used in this  Security  which are  defined  in the  Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204.      Form of Legend for Global Securities.

         Unless  otherwise  specified  as  contemplated  by Section  301 for the
Securities evidenced thereby,  every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS  SECURITY  IS A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  OR A
NOMINEE  THEREOF.  THIS  SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY PERSON OTHER THAN SUCH  DEPOSITARY  OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


SECTION 205.  Form of Trustee's Certificate of Authentication.

         The Trustee's  certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series  designated herein with the
Subsidiary  Guarantees endorsed thereon and referred to in the  within-mentioned
Indenture.

Dated:


                                                           The Bank of New York
                                                                     As Trustee


                                                      By.......................
                                                           Authorized Signatory


SECTION 206.      Form of Guarantee.

                                    GUARANTEE

         For value  received,  each of the  Subsidiary  Guarantors  listed below
hereby  jointly and  severally  unconditionally  Guarantees to the Holder of the
Security upon which this Guarantee is endorsed,  and to the Trustee on behalf of
such Holder,  the due and punctual payment of the principal of (and premium,  if
any) and  interest on such  Security  when and as the same shall  become due and
payable,

                                      -42-

<PAGE>

whether at the Stated Maturity, by acceleration,  call for redemption,  purchase
or otherwise,  according to the terms  thereof and of the Indenture  referred to
therein.  In case of the  failure  of the  Company  punctually  to make any such
payment,  each of the Subsidiary  Guarantors hereby jointly and severally agrees
to cause such  payment to be made  punctually  when and as the same shall become
due and payable,  whether at the Stated  Maturity or by  acceleration,  call for
redemption,  purchase  or  otherwise,  and as if such  payment  were made by the
Company.

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

         Each of the Subsidiary  Guarantors  hereby jointly and severally agrees
that its  obligations  hereunder  shall be  unconditional,  irrespective  of the
validity,  regularity or enforceability  of such Security or the Indenture,  the
absence of any action to enforce the same or any release or  amendment or waiver
of any term of any other  Guarantee  of, or any  consent to  departure  from any
requirement  of any  other  Guarantee  of all or of any of the  Securities,  the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of  the  Bankruptcy  Code  of  the  application  of  Section  1111(b)(2)  of the
Bankruptcy  Code, any borrowing or grant of a security  interest by the Company,
as  debtor-in-possession,   under  Section  364  of  the  Bankruptcy  Code,  the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the  claims of the  Trustee  or any of the  Holders  for  payment  of any of the
Securities,  any  waiver or consent  by the  Holder of such  Security  or by the
Trustee  or either of them with  respect  to any  provisions  thereof  or of the
Indenture,  the  obtaining of any judgment  against the Company or any action to
enforce the same or any other circumstances  which might otherwise  constitute a
legal or equitable  discharge or defense of a guarantor.  Each of the Subsidiary
Guarantors  hereby  waives the  benefits of  diligence,  presentment,  demand of
payment,  any  requirement  that the Trustee or any of the  Holders  exhaust any
right or take any action  against  the  Company or any other  Person,  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 or notice with
respect to such Security or the Indebtedness  evidenced  thereby and all demands
whatsoever,  and covenants that this Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in such Security and
in this Subsidiary  Guarantee.  Each of the Subsidiary  Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium,  if any) or
interest on such Security,  whether at their Stated  Maturity,  by acceleration,
call for redemption,  purchase or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, the Holder of such Security,  subject to the
terms and conditions set forth in the  Indenture,  directly  against each of the
Subsidiary  Guarantors  to  enforce  this  Subsidiary  Guarantee  without  first
proceeding against the Company.  Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default, the Trustee or
any of the  Holders  are  prevented  by  applicable  law from  exercising  their
respective  rights to  accelerate  the  maturity of the  Securities,  to collect
interest on the Securities,  or to enforce or exercise any other right or remedy
with respect to the Securities,  such Subsidiary  Guarantor agrees to pay to the
Trustee for the account of the Holders,  upon demand  therefor,  the amount that
would  otherwise  have been due and payable had such  rights and  remedies  been
permitted to be exercised by the Trustee or any of the Holders.

                                                  -43-

<PAGE>

         The  indebtedness  of  each  Subsidiary  Guarantor  evidenced  by  this
Subsidiary  Guarantee is, to the extent  provided in the Indenture,  subordinate
and  subject  in right of  payment  to the prior  payment  in full of all Senior
Indebtedness of such  Subsidiary  Guarantor,  and this  Subsidiary  Guarantee is
issued  subject to the provisions of the Indenture  with respect  thereto.  Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate  to effectuate the  subordination
so provided and (c) appoints  the Trustee his  attorney-in-fact  for any and all
such purposes.

         No  reference  herein  to  the  Indenture  and  no  provision  of  this
Subsidiary  Guarantee or of the Indenture  shall alter or impair the  Subsidiary
Guarantee of any Subsidiary Guarantor,  which is absolute and unconditional,  of
the due and punctual payment of the principal (and premium, if any) and interest
on the Security upon which this Subsidiary Guarantee is endorsed.

         Each  Subsidiary  Guarantor  shall be  subrogated  to all rights of the
Holder of this  Security  against the Company in respect of any amounts  paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its  Subsidiary  Guarantee or the  Indenture;  provided,  however,  that such
Subsidiary Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation  until the principal of
(and  premium,  if any) and interest on this  Security and all other  Securities
issued under the Indenture shall have been paid in full.

         This  Subsidiary  Guarantee  shall  remain in full force and effect and
continue to be effective  should any petition be filed by or against the Company
for liquidation or  reorganization,  should the Company become insolvent or make
an  assignment  for the benefit of  creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law,  continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned  by any  obligee on the  Securities  whether as a "voidable
preference,"  "fraudulent transfer," or otherwise, all as though such payment or
performance  had not been  made.  In the  event  that any  payment,  or any part
thereof, is rescinded,  reduced,  restored or returned, the Securities shall, to
the fullest  extent  permitted by law, be reinstated  and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

         The  Subsidiary  Guarantors  shall have the right to seek  contribution
from any non-paying  Subsidiary  Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

         The Subsidiary  Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to certain
conditions provided in the Indenture.

                                      -44-

<PAGE>

         By delivery of a  Supplemental  Indenture to the Trustee in  accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of the  Indenture  will be deemed to have  executed and delivered
this  Guarantee  for the  benefit of the Holder of this  Security  with the same
effect as if such Subsidiary Guarantor was named below.

         All terms used in this  Subsidiary  Guarantee  which are defined in the
Indenture  referred to in the Security upon which this  Subsidiary  Guarantee is
endorsed shall have the meanings assigned to them in such Indenture.

         This  Subsidiary  Guarantee  shall not be valid or  obligatory  for any
purpose until the certificate of  authentication on the Security upon which this
Subsidiary  Guarantee is endorsed  shall have been executed by the Trustee under
the Indenture by manual signature.

         Reference  is  made to  Article  Fifteen  and  Article  Sixteen  of the
Indenture for further provisions with respect to this Subsidiary Guarantee.

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

         IN WITNESS WHEREOF,  each of the Subsidiary  Guarantors has caused this
Subsidiary Guarantee to be duly executed.

                             Key3Media Events, Inc.
                             [Insert other Subsidiary Guarantors, if applicable]

                             Each as Subsidiary Guarantor


                             By__________________________________
                                      Authorized Signatory




                                                  -45-

<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The  Securities  may be issued in one or more  series.  There  shall be
established in or pursuant to a Board  Resolution  and,  subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

              (1)  the  title  of the  Securities  of the  series  (which  shall
         distinguish  the Securities of the series from  Securities of any other
         series);

              (2)  any  limit  upon  the  aggregate   principal  amount  of  the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities  authenticated and delivered upon
         registration  of transfer of, or in exchange  for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any  Securities  which,  pursuant  to Section  303,  are
         deemed never to have been authenticated and delivered hereunder);

              (3) the Person to whom any  interest  on a Security  of the series
         shall be payable,  if other than the Person in whose name that Security
         (or one or more  Predecessor  Securities) is registered at the close of
         business on the Regular Record Date for such interest;

              (4) the date or dates on which the principal of any  Securities of
         the series is payable;

              (5) the rate or rates at which any  Securities of the series shall
         bear  interest,  if any, the date or dates from which any such interest
         shall  accrue,  the Interest  Payment  Dates on which any such interest
         shall be payable  and the  Regular  Record  Date for any such  interest
         payable on any Interest Payment Date;

              (6) the place or places where the principal of and any premium and
         interest  on any  Securities  of the series  shall be  payable  and the
         manner in which any payment may be made;

              (7) the period or  periods  within  which,  the price or prices at
         which and the terms and  conditions  upon which any  Securities  of the
         series  may be  redeemed,  in whole or in part,  at the  option  of the
         Company and, if other


                                      -46-

<PAGE>

         than by a Board Resolution, the manner in which any election by the
         Company to redeem the Securities shall be evidenced;

              (8) the  obligation,  if any, of the Company to redeem or purchase
         any Securities of the series  pursuant to any sinking fund or analogous
         provisions  or at the  option of the Holder  thereof  and the period or
         periods  within  which,  the price or prices at which and the terms and
         conditions upon which any Securities of the series shall be redeemed or
         purchased, in whole or in part, pursuant to such obligation;

              (9) if  other  than  denominations  of  $1,000  and  any  multiple
         thereof,  the denominations in which any Securities of the series shall
         be issuable;

              (10) if the amount of  principal  of or any premium or interest on
         any  Securities  of the series may be determined  with  reference to an
         index or pursuant to a formula,  the manner in which such amounts shall
         be determined;

              (11) if other than the  currency of the United  States of America,
         the currency,  currencies,  composite currency, composite currencies or
         currency  units in which the principal of or any premium or interest on
         any  Securities  of the  series  shall be  payable  and the  manner  of
         determining the equivalent thereof in the currency of the United States
         of  America  for any  purpose,  including  for the  purposes  of making
         payment in the  currency of the United  States of America and  applying
         the definition of "Outstanding" in Section 101;

              (12)  if  the  principal  of or any  premium  or  interest  on any
         Securities  of the  series is to be  payable,  at the  election  of the
         Company or the Holder  thereof,  in one or more  currencies,  composite
         currencies  or  currency  units  other than that or those in which such
         Securities  are  stated  to  be  payable,  the  currency,   currencies,
         composite currency, composite currencies or currency units in which the
         principal of or any premium or interest on such  Securities as to which
         such  election is made shall be payable,  the periods  within which and
         the terms and conditions upon which such election is to be made and the
         amount  so  payable  (or the  manner  in  which  such  amount  shall be
         determined);

              (13) if other  than  the  entire  principal  amount  thereof,  the
         portion of the principal  amount of any  Securities of the series which
         shall be payable  upon  declaration  of  acceleration  of the  Maturity
         thereof pursuant to Section 502;

              (14) if the principal amount payable at the Stated Maturity of any
         Securities of the series will not be determinable as of any one or more
         dates prior to the Stated Maturity, the amount which shall be deemed to
         be the principal  amount of such Securities as of any such date for any
         purpose thereunder or hereunder, including the principal amount thereof
         which shall be due and payable upon any Maturity  other than the Stated
         Maturity  or

                                      -47-

<PAGE>

         which  shall be deemed to be  Outstanding  as of any date  prior to the
         Stated  Maturity (or, in any such case, the manner in which such amount
         deemed to be the principal amount shall be determined);

              (15) if applicable, that the Securities of the series, in whole or
         any specified  part,  shall be  defeasible  pursuant to Section 1302 or
         Section 1303 or both such  Sections,  any provisions to permit a pledge
         of  obligations  other  than  U.S.   Government   Obligations  (or  the
         establishment  of other  arrangements)  to satisfy the  requirements of
         Section 1304(1) for defeasance of such Securities and, if other than by
         a Board Resolution,  the manner in which any election by the Company to
         defease such Securities shall be evidenced;

              (16) if  applicable,  that any  Securities  of the series shall be
         issuable  in  whole  or in  part  in the  form  of one or  more  Global
         Securities  and, in such case,  the  respective  Depositaries  for such
         Global  Securities,  the form of any legend or legends  which  shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204, any addition to,  elimination  of or other change
         in the  circumstances  set forth in Clause (2) of the last paragraph of
         Section 305 in which any such Global Security may be exchanged in whole
         or in part for Securities  registered,  and any transfer of such Global
         Security in whole or in part may be registered, in the name or names of
         Persons other than the Depositary for such Global Security or a nominee
         thereof and any other  provisions  governing  exchanges or transfers of
         any such Global Security;

              (17) any addition to, elimination of or other change in the Events
         of Default which applies to any Securities of the series and any change
         in the right of the Trustee or the requisite Holders of such Securities
         to declare the  principal  amount  thereof due and payable  pursuant to
         Section 502;

              (18)  any  addition  to,  elimination  of or other  change  in the
         covenants  set forth in Article Ten which  applies to Securities of the
         series;

              (19)  any  provisions   necessary  to  permit  or  facilitate  the
         issuance,  payment or conversion  of any  Securities of the series that
         may  be  converted  into   securities  or  other  property  other  than
         Securities  of the same series and of like  tenor,  whether in addition
         to, or in lieu of, any payment of principal or other amount and whether
         at the option of the Company or otherwise;

              (20) any requirements for Subsidiary  Guarantees by any Subsidiary
         Guarantors other than the Initial Subsidiary Guarantors; and

              (21) any  other  terms of the  series  (which  terms  shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).


                                      -48-

<PAGE>

         All  Securities  of any one  series  shall be  substantially  identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board  Resolution  referred  to above and  (subject  to Section  303) set
forth,  or  determined  in the manner  provided,  in the  Officers'  Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the terms of the  series  are  established  by  action  taken
pursuant to a Board Resolution,  a copy of an appropriate  record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of the series.

         The  Securities  shall be  subordinated  in right of  payment to Senior
Indebtedness as provided in Article Fourteen.

         The  Securities  shall be  Guaranteed by the  Subsidiary  Guarantors as
provided in Article Fifteen.

         The Subsidiary  Guarantees shall be subordinated in right of payment to
Senior Indebtedness of the Subsidiary Guarantors as provided in Article Sixteen.


SECTION 302.  Denominations.

         The Securities of each series shall be issuable only in registered form
without  coupons  and  only in such  denominations  as  shall  be  specified  as
contemplated  by Section 301. In the absence of any such specified  denomination
with respect to the  Securities  of any series,  the  Securities  of such series
shall be issuable in denominations of $1,000 and any multiple thereof.


SECTION 303.  Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by a Chairman
of the Board,  a Vice Chairman of the Board,  a President or a Vice President of
the Company (or any other  officer of the  Company  designated  in writing by or
pursuant to  authority of the Board of  Directors  and  delivered to the Trustee
from time to time),  under its corporate seal reproduced  thereon  attested by a
Secretary or Assistant  Secretary of the Company.  The signature of any of these
officers on the Securities may be manual or facsimile.

         Securities  bearing the manual or facsimile  signatures of  individuals
who were at any time the proper  officers of the Company shall bind the Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such Securities.


                                      -49-

<PAGE>

         At any time and from time to time after the  execution  and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company and having endorsed thereon the Subsidiary  Guarantees executed pursuant
to Section 1502 by the Subsidiary  Guarantors to the Trustee for authentication,
together  with a  Company  Order for the  authentication  and  delivery  of such
Securities with the Subsidiary  Guarantees endorsed thereon,  and the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities
with the Subsidiary  Guarantees  endorsed  thereon.  If the form or terms of the
Securities  of the series  have been  established  by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in  authenticating  such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such  Securities,  the Trustee shall be entitled to receive,  and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

              (1) if the  form of such  Securities  has been  established  by or
         pursuant to Board  Resolution  as permitted  by Section 201,  that such
         form has been  established  in conformity  with the  provisions of this
         Indenture;

              (2) if the terms of such  Securities  have been  established by or
         pursuant to Board  Resolution  as permitted  by Section 301,  that such
         terms have been  established in conformity  with the provisions of this
         Indenture; and

              (3) that such Securities,  when authenticated and delivered by the
         Trustee  and issued by the  Company  in the  manner and  subject to any
         conditions specified in such Opinion of Counsel,  will constitute valid
         and  legally  binding   obligations  of  the  Company   enforceable  in
         accordance  with  their  terms,  subject  to  bankruptcy,   insolvency,
         fraudulent  transfer,  reorganization,  moratorium  and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant to this  Indenture  will  affect the  Trustee's  own rights,  duties or
immunities  under the  Securities  and this  Indenture  or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding  the  provisions  of Section  301 and of the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  301 or the  Company  Order and Opinion of Counsel
otherwise  required  pursuant  to such  preceding  paragraph  at or prior to the
authentication  of each Security of such series if such  documents are delivered
at or prior to the  authentication  upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated the date of its authentication.


                                      -50-

<PAGE>

         No Security or  Subsidiary  Guarantee  shall be entitled to any benefit
under this  Indenture  or be valid or  obligatory  for any purpose  unless there
appears on such Security a certificate of  authentication  substantially  in the
form provided for herein executed by the Trustee by manual  signature,  and such
certificate  upon  any  Security  shall  be  conclusive  evidence,  and the only
evidence,  that such Security and the Subsidiary Guarantees endorsed thereon has
been duly authenticated and delivered hereunder.  Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered  hereunder but never
issued and sold by the Company,  and the Company  shall deliver such Security to
the Trustee for  cancellation  as provided in Section  309,  for all purposes of
this Indenture  such Security  shall be deemed never to have been  authenticated
and  delivered  hereunder  and shall never be  entitled to the  benefits of this
Indenture.


SECTION 304.  Temporary Securities.

         Pending the  preparation  of definitive  Securities of any series,  the
Company may execute,  and upon Company Order the Trustee shall  authenticate and
deliver,  temporary  Securities  which are printed,  lithographed,  typewritten,
mimeographed or otherwise  produced,  in any authorized  denomination,  substan-
tially  of the  tenor of the  definitive  Securities  in lieu of which  they are
issued and having endorsed  thereon the Subsidiary  Guarantees  substantially of
the tenor of the  definitive  Subsidiary  Guarantees  in lieu of which  they are
issued duly  executed by the  Subsidiary  Guarantors  and with such  appropriate
insertions,  omissions,  substitutions  and  other  variations  as the  officers
executing such Securities and Subsidiary Guarantees may determine,  as evidenced
by their execution of such Securities and Subsidiary Guarantees.

         If  temporary  Securities  of any series are issued,  the Company  will
cause definitive  Securities of that series to be prepared without  unreasonable
delay.  After the  preparation  of  definitive  Securities  of such series,  the
temporary  Securities  of such  series  shall  be  exchangeable  for  definitive
Securities  of such series upon  surrender of the  temporary  Securities of such
series at the office or agency of the  Company  in a Place of  Payment  for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities of any series,  the Company shall execute and the
Trustee  shall  authenticate  and  deliver  in  exchange  therefor  one or  more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount and having endorsed thereon Subsidiary
Guarantees of the same tenor  executed by the  Subsidiary  Guarantors.  Until so
exchanged,  the  temporary  Securities  of any series  shall in all  respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
such series and tenor.


                                      -51-

<PAGE>

SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register  (the  register  maintained  in such  office and in any other
office or agency of the  Company in a Place of Payment  being  herein  sometimes
collectively  referred to as the "Security  Register") in which, subject to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed  "Security  Registrar" for the purpose of  registering  Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the  Company in a Place of Payment  for that  series,
the Company shall execute,  and the Trustee shall  authenticate and deliver,  in
the name of the designated transferee or transferees, one or more new Securities
of the same  series,  of any  authorized  denominations  and of like  tenor  and
aggregate  principal  amount,  each such Security  having  endorsed  thereon the
Subsidiary Guarantees executed by the Subsidiary Guarantors.

         At the option of the Holder,  Securities of any series may be exchanged
for other Securities of the same series, of any authorized  denominations and of
like tenor and aggregate  principal amount, and having the Subsidiary  Guarantee
endorsed  thereon executed by each Subsidiary  Guarantor,  upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so  surrendered  for  exchange,   the  Company  shall  execute,  the  Subsidiary
Guarantors shall execute the Subsidiary  Guarantees  endorsed on and the Trustee
shall  authenticate  and deliver,  the  Securities  which the Holder  making the
exchange is entitled to receive.

         All Securities and the Subsidiary  Guarantees  endorsed  thereon issued
upon any  registration of transfer or exchange of Securities  shall be the valid
obligations of the Company and the respective Subsidiary Guarantors,  evidencing
the same debt and Subsidiary Guarantees, and entitled to the same benefits under
this Indenture,  as the Securities and Subsidiary  Guarantees  surrendered  upon
such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for  exchange  shall (if so  required  by the  Company or the  Trustee)  be duly
endorsed,  or be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the Company and the Security  Registrar duly  executed,  by the
Holder thereof or his attorney duly authorized in writing.

         No service  charge  shall be made for any  registration  of transfer or
exchange of Securities,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


                                      -52-

<PAGE>

         If the Securities of any series (or of any series and specified  tenor)
are to be redeemed  in part,  the  Company  shall not be required  (A) to issue,
register the transfer of or exchange any  Securities  of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening  of  business  15 days  before  the day of the  mailing  of a notice  of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such  mailing,  or (B) to register
the transfer of or exchange any Security so selected for  redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

         The  provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

              (1) Each Global Security  authenticated under this Indenture shall
         be registered in the name of the Depositary  designated for such Global
         Security or a nominee  thereof and  delivered to such  Depositary  or a
         nominee  thereof or custodian  therefor,  and each such Global Security
         shall constitute a single Security for all purposes of this Indenture.

              (2)  Notwithstanding  any other provision in this  Indenture,  and
         subject to such applicable  provisions,  if any, as may be specified as
         contemplated  by Section  301, no Global  Security  may be exchanged in
         whole or in part for Securities registered, and no transfer of a Global
         Security  in  whole or in part  may be  registered,  in the name of any
         Person other than the Depositary for such Global  Security or a nominee
         thereof unless (A) such Depositary has notified the Company that it (i)
         is  unwilling  or unable to  continue  as  Depositary  for such  Global
         Security or (ii) has ceased to be a clearing  agency  registered  under
         the Exchange  Act, (B) there shall have  occurred and be  continuing an
         Event of  Default  with  respect  to such  Global  Security  or (C) the
         Company has  executed  and  delivered  to the  Trustee a Company  Order
         stating  that such  Global  Security  shall be  exchanged  in whole for
         Securities that are not Global  Securities (in which case such exchange
         shall promptly be effected by the Trustee).  If the Company  receives a
         notice of the kind  specified  in Clause (A) above or has  delivered  a
         Company Order of the kind specified in Clause (C) above, it may, in its
         sole  discretion,  designate  a  successor  Depositary  for such Global
         Security within 60 days after receiving such notice or delivery of such
         order,  as the case  may be.  If the  Company  designates  a  successor
         Depositary  as  aforesaid,  such  Global  Security  shall  promptly  be
         exchanged in whole for one or more other Global  Securities  registered
         in the name of the  successor  Depositary,  whereupon  such  designated
         successor shall be the Depositary for such successor Global Security or
         Global  Securities  and the provisions of Clauses (1), (2), (3) and (4)
         of this Section shall continue to apply thereto.

              (3) Subject to Clause (2) above and to such applicable provisions,
         if any,  as may be  specified  as  contemplated  by  Section  301,  any
         exchange of a Global Security for other Securities may be made in whole
         or in part, and all Securities issued in exchange for a Global Security
         or any  portion  thereof

                                      -53-

<PAGE>

         shall be  registered  in such names as the  Depositary  for such Global
         Security shall direct.

              (4) Every Security  authenticated  and delivered upon registration
         of transfer of, or in exchange for or in lieu of, a Global  Security or
         any portion  thereof,  whether  pursuant to this Section,  Section 304,
         306, 906 or 1107 or otherwise,  shall be authenticated and delivered in
         the form of, and shall be, a Global  Security,  unless such Security is
         registered in the name of a Person other than the  Depositary  for such
         Global Security or a nominee thereof.

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated  Security is surrendered  to the Trustee,  the Company
shall execute, the Subsidiary Guarantors shall execute the Subsidiary Guarantees
endorsed on and the Trustee shall  authenticate and deliver in exchange therefor
a new  Security  of the same series and of like tenor and  principal  amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them, each
Subsidiary  Guarantor  and any agent of either of them  harmless,  then,  in the
absence of notice to the  Company or the  Trustee  that such  Security  has been
acquired by a bona fide  purchaser,  the Company  shall  execute and the Trustee
shall  authenticate and deliver,  in lieu of any such destroyed,  lost or stolen
Security,  a new  Security  of the same  series and of like tenor and  principal
amount  and  bearing  a number  not  contemporaneously  outstanding  and  having
endorsed   thereon  the  Subsidiary   Guarantees   executed  by  the  Subsidiary
Guarantors.

         In case any such  mutilated,  destroyed,  lost or stolen  Security  has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security  under this Section,  the Company
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new  Security of any series  issued  pursuant to this  Section in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional  contractual  obligation of the Company and the respective Subsidiary
Guarantors,  whether or not the destroyed,  lost or stolen  Security shall be at
any time  enforceable  by anyone,  and shall be entitled to all the  benefits of
this Indenture equally and proportionately  with any and all other Securities of
that series duly issued hereunder.


                                      -54-


<PAGE>


         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the  replacement or
payment of mutilated, destroyed, lost or stolen Securities.


SECTION 307.  Payment of Interest; Interest Rights Preserved.

         Except as  otherwise  provided  as  contemplated  by  Section  301 with
respect  to any  Securities  of a  series,  interest  on any  Security  which is
payable,  and is punctually  paid or duly provided for, on any Interest  Payment
Date  shall be paid to the Person in whose  name that  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest (or, if no business is conducted by the Trustee at
its Corporate Trust Office on such date, at 5:00 P.M. New York City time on such
date).

         Any interest on any Security of any series which is payable, but is not
punctually  paid or duly  provided  for, on any  Interest  Payment  Date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the  Company,  at its election in each
case, as provided in Clause (1) or (2) below:

              (1) The  Company  may  elect  to  make  payment  of any  Defaulted
         Interest  payable on any Securities of a series to the Persons in whose
         names such Securities (or their respective Predecessor  Securities) are
         registered  at the close of business  on a Special  Record Date for the
         payment  of such  Defaulted  Interest,  which  shall  be  fixed  in the
         following  manner.  The Company  shall notify the Trustee in writing of
         the amount of  Defaulted  Interest  proposed to be paid on each of such
         Securities and the date of the proposed  payment,  and at the same time
         the Company  shall deposit with the Trustee an amount of money equal to
         the aggregate  amount  proposed to be paid in respect of such Defaulted
         Interest  or shall make  arrangements  satisfactory  to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited  to be held in trust for the benefit of the Persons  entitled
         to such Defaulted  Interest as in this Clause  provided.  Thereupon the
         Trustee  shall  fix a  Special  Record  Date  for the  payment  of such
         Defaulted  Interest  which  shall be not more than 15 days and not less
         than 10 days  prior to the date of the  proposed  payment  and not less
         than 10 days  after the  receipt  by the  Trustee  of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed  payment of such Defaulted  Interest
         and the Special Record Date therefor to be given to each Holder of such
         Securities  in the manner set forth in  Section  106,  not less than 10
         days prior to such Special Record Date.  Notice of the proposed payment
         of such Defaulted  Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose  names  such   Securities   (or  their   respective   Predecessor
         Securities)  are

                                      -55-

<PAGE>

         registered  at the close of  business on such  Special  Record Date and
         shall no longer be payable pursuant to the following Clause (2).

              (2) The Company may make payment of any Defaulted  Interest on any
         Securities of a series in any other lawful manner not inconsistent with
         the  requirements  of any securities  exchange on which such Securities
         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.

         Except  as  may  otherwise  be  provided  in  this  Section  307  or as
contemplated  in Section 301 with  respect to any  Securities  of a series,  the
Person to whom  interest  shall be payable on any  Security  that first  becomes
payable  on a day that is not an  Interest  Payment  Date shall be the Holder of
such Security on the day such interest is paid.

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

         In the case of any Security which is converted after any Regular Record
Date and on or prior to the next  succeeding  Interest  Payment Date (other than
any Security  whose Maturity is prior to such Interest  Payment Date),  interest
whose Stated Maturity is on such Interest  Payment Date shall be payable on such
Interest  Payment  Date  notwithstanding  such  conversion,  and  such  interest
(whether  or not  punctually  paid or duly  provided  for)  shall be paid to the
Person in whose name that Security (or one or more  Predecessor  Securities)  is
registered  at the close of  business on such  Regular  Record  Date.  Except as
otherwise expressly provided in the immediately  preceding sentence, in the case
of any Security which is converted,  interest whose Stated Maturity is after the
date of conversion of such Security  shall not be payable.  Notwithstanding  the
foregoing,  the terms of any Security that may be converted may provide that the
provisions of this paragraph do not apply, or apply with such additions, changes
or omissions as may be provided thereby, to such Security.


SECTION 308.  Persons Deemed Owners.

         Prior to due  presentment of a Security for  registration  of transfer,
the  Company,  the  Subsidiary  Guarantors,  the  Trustee  and any  agent of the
Company, the Subsidiary  Guarantors or the Trustee may treat the Person in whose
name such  Security is  registered as the owner of such Security for the purpose
of  receiving  payment of  principal  of and any premium and (subject to Section
307) any  interest  on such  Security  and for all  other  purposes  whatsoever,
whether or not such Security be overdue, and neither the Company, the Subsidiary
Guarantors,  the

                                      -56-

<PAGE>

Trustee nor any agent of the Company,  the Subsidiary  Guarantors or the Trustee
shall be affected by notice to the contrary.


SECTION 309.  Cancellation.

         All Securities  surrendered  for payment,  redemption,  registration of
transfer or  exchange  or  conversion  or for credit  against  any sinking  fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously  authenticated
and  delivered  hereunder  which the  Company  may have  acquired  in any manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation  any  Securities  previously  authenticated
hereunder  which the  Company  has not issued and sold,  and all  Securities  so
delivered  shall be promptly  canceled by the Trustee.  No  Securities  shall be
authenticated in lieu of or in exchange for any Securities  canceled as provided
in this Section,  except as expressly permitted by this Indenture.  All canceled
Securities  held by the  Trustee  shall be  disposed of as directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy such
canceled Securities.


SECTION 310.  Computation of Interest.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


SECTION 311.  CUSIP Numbers.

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


                                      -57-

<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.  Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving  rights of conversion,  registration  of transfer or
exchange of any Security  expressly  provided for herein or in the terms of such
Security),  and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

              (1)    either

                     (A) all Securities theretofore  authenticated and delivered
              (other  than (i)  Securities  which have been  destroyed,  lost or
              stolen and which have been replaced or paid as provided in Section
              306 and (ii)  Securities  for whose payment money has  theretofore
              been  deposited  in trust or  segregated  and held in trust by the
              Company and  thereafter  repaid to the Company or discharged  from
              such trust,  as provided in Section  1003) have been  delivered to
              the Trustee for cancellation; or

                     (B) all such  Securities not  theretofore  delivered to the
              Trustee for cancellation

                            (i) have become due and payable, or

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

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

              and the Company and/or a Subsidiary Guarantor, in the case of (i),
              (ii) or (iii)  above,  has  irrevocably  deposited or caused to be
              irrevocably  deposited  with the Trustee as trust funds solely for
              the benefit of the Holders of such  securities  in trust under the
              terms of an irrevocable  trust agreement and in form and substance
              satisfactory  to the Trustee for that  purpose  money in an amount
              sufficient  (in the  opinion of a  nationally  recognized  firm of
              independent  accountants  expressed  as  a  written  certification
              thereof  delivered to the Trustee) to pay and discharge the entire
              indebtedness on such  Securities not theretofore  delivered to the
              Trustee for cancellation,  including principal and any premium and
              interest to the date of such  deposit  (in the case of  Securities
              which have become due and  payable)  or to the Stated  Maturity or
              Redemption Date, as the case may be;

              (2) the Company  and/or a Subsidiary  Guarantor has paid or caused
         to be paid all other sums  payable  hereunder  by the  Company  and the
         Subsidiary Guarantors; and


                                      -58-

<PAGE>

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

         Notwithstanding  the satisfaction and discharge of this Indenture,  the
obligations of the Company to the Trustee under Section 607, the  obligations of
the Trustee to any  Authenticating  Agent under  Section 614 and, if money shall
have been deposited with the Trustee  pursuant to subclause (B) of Clause (1) of
this  Section,  the  obligations  of the Trustee  under Section 402 and the last
paragraph of Section 1003 shall survive.


SECTION 402.  Application of Trust Money.

         Subject to the  provisions of the last  paragraph of Section 1003,  all
money deposited with the Trustee  pursuant to Section 401 shall be held in trust
and applied by it, in accordance  with the provisions of the Securities and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited  with the Trustee.  All
moneys deposited with the Trustee pursuant to Section 401 (and held by it or any
Paying  Agent) for the payment of  Securities  subsequently  converted  shall be
returned to the Company upon Company Request.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  Events of Default.

         "Event of Default",  wherever used herein with respect to Securities of
any series,  means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Fourteen or Article  Sixteen or be  voluntary or  involuntary  or be effected by
operation  of law or pursuant to any  judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

              (1) default in the payment of principal  of (or  premium,  if any,
         on) any  Security  of such  series  when it becomes  due and payable at
         maturity,  upon  acceleration,  redemption or otherwise  whether or not
         such payment is  prohibited by the  provisions  of Article  Fourteen or
         Article Sixteen;


                                      -59-

<PAGE>


              (2) default in the payment of interest  upon any  Security of such
         series when it becomes due and payable,  and such default continues for
         a period of 30 days,  whether or not such payment is  prohibited by the
         provisions of Article Fourteen or Sixteen;

              (3) default in the  performance,  or breach,  of Article  Eight of
         this  Indenture  by the  Company  or any  Subsidiary  Guarantor  or any
         failure by the  Company to make or  consummate  an Offer to Purchase as
         required by Sections 1015 and 1016;

              (4)  default  in the  performance  or breach by the  Company  or a
         Subsidiary  Guarantor  of any other  covenants  or  agreements  in this
         Indenture or under the terms of the  Securities  of such series  (other
         than a covenant or warranty,  a default in whose  performance  or whose
         breach is elsewhere in this  Section  specifically  dealt with or which
         has expressly been included in this Indenture solely for the benefit of
         series of Securities  other than such series),  and continuance of such
         default or breach for a period of 30  consecutive  days after there has
         been given,  by  registered  or certified  mail,  to the Company by the
         Trustee or to the  Company  and the  Trustee by the Holders of at least
         25% in principal amount of the outstanding  Securities of such series a
         written notice specifying such default or breach and requiring it to be
         remedied  and  stating  that  such  notice  is a  "Notice  of  Default"
         hereunder; or

              (5) a default occurs under any  Indebtedness  of the Company,  any
         Subsidiary  Guarantor  or any  Significant  Subsidiary  of the Company,
         whether  such  Indebtedness  now exists or shall  hereafter be created,
         which  default  (A)  constitutes  a failure  to pay any  portion of the
         principal  of such  Indebtedness  at its final fixed  maturity and such
         defaulted  payment shall not have been made,  waived or extended within
         30 days of such  payment  default  or (B) shall have  resulted  in such
         Indebtedness  being accelerated or otherwise becoming or being declared
         due and  payable  prior to the date on  which it would  otherwise  have
         become  due and  payable  and such  acceleration  shall  not have  been
         rescinded,   annulled  or  otherwise  cured  within  30  days  of  such
         acceleration and, in either case, the aggregate principal amount of all
         such  Indebtedness  in respect  of which  there has been such a payment
         default  or such an  acceleration,  as the  case may be,  exceeds  $5.0
         million; or

              (6) a final  judgment  or final order (not  covered by  insurance,
         treating deductibles,  self-insurance and retentions as not so covered)
         for the payment of money in excess of $5.0 million in the aggregate for
         all such  judgments  and  orders  is  entered  by a court or  courts of
         competent  jurisdiction  against the Company,  any Subsidiary Guarantor
         and/or any Significant  Subsidiary of the Company and shall not be paid
         or discharged, and there shall be a period of 60 consecutive days after
         the final judgment or order that causes such aggregate amount to exceed
         $5.0 million  during

                                      -60-

<PAGE>

         which a stay of  enforcement  of such final judgment or order is not in
         effect; or

              (7) the entry by a court having  jurisdiction in the premises of a
         decree  or  order  (A)  for  relief  in  respect  of the  Company,  any
         Subsidiary Guarantor or any Significant Subsidiary of the Company in an
         involuntary  case or proceeding  under any applicable  Federal or state
         bankruptcy,  insolvency,  reorganization  or other  similar  law or (B)
         adjudging  the Company,  any  Subsidiary  Guarantor or any  Significant
         Subsidiary  of the  Company  bankrupt or  insolvent,  or  approving  as
         properly  filed  a  petition   seeking   reorganization,   arrangement,
         adjustment  or  composition  of or  in  respect  of  the  Company,  any
         Subsidiary Guarantor or any Significant Subsidiary of the Company under
         any  applicable  Federal  or state  law,  or  appointing  a  custodian,
         receiver, liquidator,  assignee, trustee, sequestrator or other similar
         official of the Company,  any Subsidiary  Guarantor or any  Significant
         Subsidiary  of the Company or of any  substantial  part of its or their
         property,  or ordering  the winding up or  liquidation  of its or their
         affairs,  and the  continuance of any such decree or order unstayed and
         in effect for a period of 60 consecutive days; or

              (8) the Company,  any Subsidiary  Guarantor and/or any Significant
         Subsidiary  of the Company  commences a  voluntary  case or  proceeding
         under  any  applicable   Federal  or  state   bankruptcy,   insolvency,
         reorganization  or other similar law or of any other case or proceeding
         to be  adjudicated  as  bankrupt  or  insolvent,  or the consent by the
         Company, any Subsidiary Guarantor or any Significant  Subsidiary of the
         Company  to the entry of a decree or order for  relief in respect of it
         in an involuntary  case or proceeding  under any applicable  Federal or
         state   bankruptcy,   insolvency,   reorganization   or  other  similar
         proceeding   under  any   applicable   Federal  or  state   bankruptcy,
         insolvency,  reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency  case or proceeding  against it, or the
         filing by the Company,  any  Subsidiary  Guarantor  or any  Significant
         Subsidiary  of the Company of a petition  or answer or consent  seeking
         reorganization or relief under any applicable  Federal or state law, or
         the consent by the Company, any Subsidiary Guarantor or any Significant
         Subsidiary  of the  Company to the filing of such a petition  or to the
         appointment  of  or  taking   possession  by  a  custodian,   receiver,
         liquidator,  assignee, trustee,  sequestrator or other similar official
         of the Company, any Subsidiary Guarantor or any Significant  Subsidiary
         of the Company or of any substantial part of its or their property,  or
         the making by the Company,  any Subsidiary Guarantor or any Significant
         Subsidiary  of  the  Company  of  an  assignment  for  the  benefit  of
         creditors, or the admission by the Company, any Subsidiary Guarantor or
         any  Significant  Subsidiary of the Company in writing of its inability
         to pay its  debts  generally  as they  become  due,  or the  taking  of
         corporate  action  by the  Company,  any  Subsidiary  Guarantor  or any
         Significant  Subsidiary  of the  Company  in  furtherance  of any  such
         action; or


                                      -61-

<PAGE>

              (9) except as  permitted  by the terms of this  Indenture  and the
         Securities of such series, any Subsidiary  Guarantees of the Securities
         of such  series  ceases  to be  effective  or is found in any  judicial
         proceeding to be  unenforceable  or invalid or is denied or disaffirmed
         the relevant Subsidiary Guarantor.

         If an Event of Default  (other  than an Event of Default  specified  in
Clause (7) or (8) above with respect to the Company or any Subsidiary Guarantor)
occurs  and is  continuing,  the  Trustee  or the  Holders  of at  least  25% in
aggregate  principal  amount of the Securities of such series then  outstanding,
may  declare the  principal  amount of all the  Securities  of such series to be
immediately due and payable.  In an Event of Default  specified in Clause (7) or
(8) above occurs with respect to the Company or any  Subsidiary  Guarantor,  the
principal amount of all the Securities of such series shall automatically become
and be immediately  due and payable  without any declaration or other act on the
part of the Trustee or any Holder.


SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default  (other  than an Event of Default  specified  in
Section  501(7) or 501(8)) with respect to  Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal  amount of the Outstanding  Securities
of that series may declare the  principal  amount of all the  Securities of that
series (or, in the case of any Security of that series which specifies an amount
to be due and payable thereon upon  acceleration of the Maturity  thereof,  such
amount  as may be  specified  by  the  terms  thereof)  to be  due  and  payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by Holders),  and upon any such  declaration such principal amount (or specified
amount)  shall  become  immediately  due and  payable.  If an Event  of  Default
specified in Section  501(7) or 501(8) with respect to  Securities of any series
at the time  Outstanding  occurs,  the principal amount of all the Securities of
that series (or, in the case of any Security of that series  which  specifies an
amount to be due and payable thereon upon  acceleration of the Maturity thereof,
such amount as may be specified by the terms thereof) shall  automatically,  and
without  any  declaration  or other  action  on the part of the  Trustee  or any
Holder,  become  immediately  due and payable.  In the event of a declaration of
acceleration  because an Event of Default set forth in Section  501(5) above 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 Section  501(5)  shall be remedied or cured by the
Company or the  Significant  Subsidiary or waived by the holders  of the related
Indebtedness  within 60 days after the declaration of acceleration  with respect
thereto.

         At any time after such a declaration  of  acceleration  with respect to
Securities  of any series has been made and before a judgment  or decree for pay
ment of the money due has been  obtained by the Trustee as  hereinafter  in this
Article  provided,  the  Holders  of a  majority  in  principal  amount  of  the
Outstanding


                                      -62-

<PAGE>

Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

              (1)    the Company and/or any Subsidiary Guarantor has paid or
         deposited with the Trustee a sum sufficient to pay

                     (A) all overdue interest on all Securities of that series,

                     (B)  the  principal  of  (and  premium,  if  any,  on)  any
              Securities of that series which have become due otherwise  than by
              such  declaration of acceleration  and any interest thereon at the
              rate or rates prescribed therefor in such Securities,

                     (C) to the extent that payment of such  interest is lawful,
              interest  upon  overdue  interest at the rate or rates  prescribed
              therefor in such Securities, and

                     (D) all sums paid or advanced by the Trustee  hereunder and
              the reasonable compensation,  expenses, disbursements and advances
              of the Trustee, its agents and counsel; and

              (2) all  Events of Default  with  respect  to  Securities  of that
         series,  other than the  non-payment  of the principal of Securities of
         that  series  which  have  become  due  solely by such  declaration  of
         acceleration, have been cured or waived as provided in Section 513.

No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

              The Company covenants that if

              (1) default is made in the payment of any interest on any Security
         when such interest  becomes due and payable and such default  continues
         for a period of 30 days, or

              (2)  default  is  made  in the  payment  of the  principal  of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders  of such  Securities,  the whole  amount  then due and  payable  on such
Securities  for  principal  and any premium and interest and, to the extent that
payment of such interest shall be legally  enforceable,  interest on any overdue
principal  and  premium  and on any  overdue  interest,  at the  rate  or  rates
prescribed therefor in such Securities,  and, in addition thereto,  such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including the reasonable

                                      -63-

<PAGE>

compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel.

         If an Event of Default with respect to  Securities of any series occurs
and is  continuing,  the  Trustee may in its  discretion  proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate  judicial  proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights,  whether for the specific enforcement of
any  covenant or  agreement  in this  Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


SECTION 504.  Trustee May File Proofs of Claim.

         In  case  of any  judicial  proceeding  relative  to the  Company,  any
Subsidiary  Guarantor,  or any other obligor upon the  Securities,  any of their
property or any of their creditors, the Trustee shall be entitled and empowered,
by  intervention  in such  proceeding or otherwise,  to take any and all actions
authorized  under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be  authorized  to collect and receive any moneys or other  property  payable or
deliverable  on any such claims and to distribute  the same;  and any custodian,
receiver, assignee, trustee, liquidator,  sequestrator or other similar official
in any such  judicial  proceed ing 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 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 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to  authorize  or consent to or accept or adopt on behalf of any Holder any plan
of  reorganization,   arrangement,   adjustment  or  composition  affecting  the
Securities  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;  provided,
however,  that the Trustee may, on behalf of the Holders,  vote for the election
of a trustee in bankruptcy  or similar  official and be a member of a creditors'
or other similar committee.


SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this  Indenture or the Securities
may be prosecuted  and enforced by the Trustee  without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such  proceeding  instituted by the Trustee shall be brought in its own name
as trustee of an express  trust,  and any  recovery  of  judgment  shall,  after
provision   for  the   payment  of  the   reasonable   compensation,   expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.


                                      -64-

<PAGE>


SECTION 506.  Application of Money Collected.

         Any money  collected by the Trustee  pursuant to this Article  shall be
applied in the following  order,  at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

              FIRST:  To the payment of all amounts due the Trustee under
         Section 607; and

              SECOND:  Subject to Articles Fourteen and Sixteen,  to the payment
         of the amounts then due and unpaid for principal of and any premium and
         interest  on the  Securities  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
         Securities for principal and any premium and interest, respectively.


SECTION 507.  Limitation on Suits.

         No  Holder  of any  Security  of any  series  shall  have any  right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless

              (1) such Holder has previously given written notice to the Trustee
         of a continuing Event of Default with respect to the Securities of that
         series;

              (2) the Holders of not less than a majority in aggregate principal
         amount of the  Outstanding  Securities  of that series  shall have made
         written  request to the Trustee to institute  proceedings in respect of
         such Event of Default in its own name as Trustee hereunder;

              (3) such Holder or Holders have  offered to the Trustee  indemnity
         reasonably   satisfactory  to  it  against  the  costs,   expenses  and
         liabilities to be Incurred in compliance with such request;

              (4) the  Trustee  for 60 days after its  receipt  of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and

              (5) no direction  inconsistent  with such written request that has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in  principal  amount of the  Outstanding  Securities  of that
         series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
such Holders,  or


                                      -65-

<PAGE>

to obtain or to seek to obtain  priority  or  preference  over any other of such
Holders  or to enforce  any right  under  this  Indenture,  except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.


SECTION 508.  Unconditional Right of Holders to Receive
              Principal, Premium and Interest and to Convert.

         Notwithstanding  any other provision in this  Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  unconditional,  to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities  expressed in such
Security (or, in the case of redemption,  on the Redemption  Date),  and, if the
terms of such Security so provide,  to convert such Security in accordance  with
its terms, and to institute suit for the enforcement of any such payment and, if
applicable,  any such right to convert,  and such  rights  shall not be impaired
without the consent of such Holder.


SECTION 509.  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 Subsidiary  Guarantors,  the
Trustee and the Holders shall be restored  severally and  respectively  to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated,  destroyed,  lost or stolen  Securities  in the last  paragraph of
Section 306, 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 511.  Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any  Securities
to exercise any right or remedy  accruing upon any Event of Default shall impair
any

                                      -66-

<PAGE>

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 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.


SECTION 512.  Control by Holders.

         The  Holders  of a  majority  in  principal  amount of the  Outstanding
Securities  of any series  shall  have the right to 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,  with respect to the
Securities of such series, provided that

              (1) such  direction  shall not be in conflict with any rule of law
         or with this Indenture, and

              (2) the Trustee  may take any other  action  deemed  proper by the
         Trustee which is not inconsistent with such direction.


SECTION 513.  Waiver of Past Defaults.

         The  Holders of not less than a  majority  in  principal  amount of the
Outstanding  Securities  of any series  may on behalf of the  Holders of all the
Securities of such series waive any past default  hereunder with respect to such
series and its consequences, except a default

              (1) in the payment of the  principal of or any premium or interest
         on any Security of such series, or

              (2) in respect of a  covenant  or  provision  hereof  which  under
         Article  Nine cannot be modified or amended  without the consent of the
         Holder of each Outstanding Security of such series affected.

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


SECTION 514.  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, suffered 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 such  suit,  and may  assess  costs,
including  reasonable  attorneys'  fees and  expenses,  against  any such  party
litigant,  in the

                                      -67-

<PAGE>

manner and to the extent  provided in the Trust  Indenture  Act;  provided  that
neither  this Section nor the Trust  Indenture  Act shall be deemed to authorize
any court to require such an  undertaking  or to make such an  assessment in any
suit instituted by the Company or any Subsidiary Guarantor or the Trustee or, if
applicable, in any suit for the enforcement of the right to convert any Security
in accordance with its terms.


SECTION 515.  Waiver of Usury, Stay or Extension Laws.

         Each of the Company and each  Subsidiary  Guarantor  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 usury, stay or extension law wherever enacted,  now or at any time hereafter
in force,  which may affect the covenants or the  performance of this Indenture;
and each of the Company and each Subsidiary Guarantor (to the extent that it may
lawfully do so) 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 SIX

                                   THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.

         The duties and  responsibilities of the Trustee shall be as provided by
the Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
Incur any 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 for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, 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.


SECTION 602.  Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee  shall give the Holders of  Securities of such series notice of such
default as and to the extent  provided  by the Trust  Indenture  Act;  provided,
however,  that in the case of any default of the character  specified in Section
501(5) with  respect to  Securities  of such  series,  no such notice to Holders
shall be given  until at least 30 days  after the  occurrence  thereof.  For the
purpose of this Section,  the term

                                      -68-

<PAGE>

"default"  means  any event  which is, or after  notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.


SECTION 603.  Certain Rights of Trustee.

         Subject to the provisions of Section 601:

              (1) the  Trustee  may 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 party or parties;

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

              (3) whenever in the  administration  of this Indenture the Trustee
         shall deem it desirable that a matter be proved or established prior to
         taking, suffering or omitting any action hereunder, the Trustee (unless
         other evidence be herein  specifically  prescribed) may, in the absence
         of bad faith on its part, rely upon an Officers' Certificate;

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

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

              (6) 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  or any  Subsidiary  Guarantor,
         personally  or by agent or attorney at the sole cost of the Company and
         shall  incur no  liability  of any kind by  reason of such  inquiry  or
         investigation;


                                      -69-

<PAGE>

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

              (8) the Trustee shall not be liable for any action taken, suffered
         or omitted to be taken by it in good faith and  reasonably  believed by
         it to be  authorized  or  within  the  discretion  or  rights or powers
         conferred upon it by this Indenture;

              (9) 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 Securities
         and this Indenture; and

              (10) the rights, privileges,  protections, immunities and benefits
         given to the  Trustee,  including  its  rights to be  indemnified,  are
         extended  to, and shall be  enforceable  by, the Trustee in each of its
         capacities hereunder.


SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

         The recitals  contained herein and in the Securities and the Subsidiary
Guarantees   endorsed   thereon,    except   the   Trustee's   certificates   of
authentication,  shall  be  taken  as  the  statements  of  the  Company  or the
Subsidiary  Guarantors,  as  applicable,  and the  Trustee  does not  assume any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  The Trustee
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

SECTION 605.  May Hold Securities.

         The Trustee,  any Paying  Agent,  any  Security  Registrar or any other
agent of the Company or any Subsidiary Guarantor, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may  otherwise  deal with the Company or any  Subsidiary  Guarantor
with the  same  rights  it would  have if it were  not  Trustee,  Paying  Agent,
Security Registrar or such other agent.


SECTION 606.  Money Held in Trust.

         Money held by the  Trustee in trust  hereunder  need not be  segregated
from other  funds  except to the extent  required by law.  The Trustee  shall be
under

                                      -70-

<PAGE>

no  liability  for  interest  on any money  received by it  hereunder  except as
otherwise agreed in writing with the Company.


SECTION 607.  Compensation and Reimbursement.

         The Company agrees

              (1) to pay to the Trustee from time to time such  compensation  as
         shall be  agreed  in  writing  between  the  parties  for all  services
         rendered by it hereunder  (which  compensation  shall not be limited by
         any provision of law in regard to the  compensation  of a trustee of an
         express trust);

              (2) except as otherwise  expressly  provided herein,  to reimburse
         the Trustee upon its request for all reasonable expenses, disbursements
         and  advances  Incurred or made by the Trustee in  accordance  with any
         provision of this Indenture (including the reasonable  compensation and
         the expenses and  disbursements of its agents and counsel),  except any
         such expense,  disbursement  or advance as may be  attributable  to its
         negligence or bad faith; and

              (3) to indemnify  each of the Trustee or any  predecessor  Trustee
         for, and to hold it harmless against, any and all losses,  liabilities,
         damages,  claims or expenses  including taxes (other than taxes imposed
         on the income of the Trustee) Incurred without  negligence or bad faith
         on its part,  arising out of or in  connection  with the  acceptance or
         administration  of the trust or trusts  hereunder,  including the costs
         and expenses of defending itself against any claim (whether asserted by
         the Company,  a Holder or any other  Person) or liability in connection
         with  the  exercise  or  performance  of any of its  powers  or  duties
         hereunder.

         When the Trustee Incurs expenses or renders services in connection with
an Event of Default specified in Section 501(7) or Section 501(8),  the expenses
(including  the  reasonable  charges  and  expenses  of  its  counsel)  and  the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration  under any applicable Federal or State bankruptcy,  insolvency or
other similar law.

         The  provisions of this Section shall survive the  termination  of this
Indenture and any resignation or removal of the Trustee.


SECTION 608.  Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions  of, the Trust  Indenture Act and this  Indenture.  To the extent
permitted by the Trust  Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by

                                      -71-

<PAGE>

virtue of being a trustee  under this  Indenture  with respect to  Securities of
more than one series.


SECTION 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee  hereunder  with
respect to the  Securities  of each series,  which may be Trustee  hereunder for
Securities of one or more other  series.  Each Trustee shall be a Person that is
eligible  pursuant  to the Trust  Indenture  Act to act as such,  has a combined
capital and surplus of at least  $50,000,000  and has its Corporate Trust Office
in the Borough of Manhattan,  The City of New York. If any such Person publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the  Trustee  with  respect to the  Securities  of any series  shall cease to be
eligible in accordance  with the  provisions  of this  Section,  it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.


SECTION 610.  Resignation and Removal; Appointment of Successor.

         No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 611.

         The Trustee may resign at any time with  respect to the  Securities  of
one or more  series by giving  written  notice  thereof to the  Company.  If the
instrument of acceptance  by a successor  Trustee  required by Section 611 shall
not have been  delivered to the Trustee  within 60 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent  jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         The Trustee may be removed at any time with  respect to the  Securities
of any series by Act of the  Holders of a majority  in  principal  amount of the
Outstanding  Securities  of such  series,  delivered  to the  Trustee and to the
Company.  If the  instrument of acceptance  by a successor  Trustee  required by
Section 611 shall not have been  delivered  to the Trustee  within 30 days after
the giving of a notice of removal pursuant to this paragraph,  the Trustee being
removed may  petition,  at the expense of the  Company,  any court of  competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.


                                      -72-

<PAGE>

         If at any time:

              (1) the  Trustee  shall  fail to  comply  with  Section  608 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

              (2) the Trustee  shall cease to be eligible  under Section 609 and
         shall fail to resign after written  request  therefor by the Company or
         by any such Holder, or

              (3) the  Trustee  shall  become  incapable  of  acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property  shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then,  in any such case,  (A) the Company by a Board  Resolution  may remove the
Trustee  with  respect to all  Securities,  or (B) subject to Section  514,  any
Holder  who has been a bona fide  Holder of a  Security  for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the removal of the Trustee  with respect to all
Securities and the appointment of a successor Trustee or Trustees.

         If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the  Securities of one or more series,  the Company,  by a Board  Resolution,
shall  promptly  appoint a  successor  Trustee or Trustees  with  respect to the
Securities of that or those series (it being  understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the  Securities of any  particular  series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or  incapability,  or the occurrence of such vacancy,  a successor  Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal  amount of the Outstanding  Securities of such series
delivered  to the Company and the retiring  Trustee,  the  successor  Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable  requirements of Section 611,  become the successor  Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted  appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent  jurisdiction for the appointment of a successor  Trustee
with respect to the Securities of such series.

         The Company shall give notice of each  resignation  and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a

                                      -73-

<PAGE>

successor Trustee with respect to the Securities of any series to all Holders of
Securities  of such series in the manner  provided in Section  106.  Each notice
shall include the name of the successor  Trustee with respect to the  Securities
of such series and the address of its Corporate Trust Office.


SECTION 611.  Acceptance of Appointment by Successor.

         In  case of the  appointment  hereunder  of a  successor  Trustee  with
respect to all  Securities,  every such  successor  Trustee so  appointed  shall
execute,  acknowledge and deliver to the Company, the Subsidiary  Guarantors and
to the retiring Trustee an instrument accepting such appointment,  and thereupon
the  resignation or removal of the retiring  Trustee shall become  effective and
such  successor  Trustee,  without any further act,  deed or  conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Trustee;  but, on the request of the Company,  any  Subsidiary  Guarantor or the
successor  Trustee,  such retiring  Trustee shall,  upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights,  powers  and  trusts of the  retiring  Trustee  and shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder.

         In  case of the  appointment  hereunder  of a  successor  Trustee  with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  Trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  Trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,  (2)
if the retiring  Trustee is not retiring with respect to all  Securities,  shall
contain  such  provisions  as shall be deemed  necessary or desirable to confirm
that all the rights,  powers,  trusts and duties of the  retiring  Trustee  with
respect  to the  Securities  of that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the  provisions of this  Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust and that each such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  to the  extent  provided  therein  and each such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring  Trustee with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee relates; but, on request of the Company, any Subsidiary Guarantor or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor  Trustee all


                                      -74-

<PAGE>

property and money held by such retiring  Trustee  hereunder with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee relates.

         Upon  request  of any  such  successor  Trustee,  the  Company  and the
Subsidiary  Guarantors  shall execute any and all instruments for more fully and
certainly  vesting in and confirming to such successor  Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the
case may be.

         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.


SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


SECTION 613.  Preferential Collection of Claims Against Company.

         If and when the Trustee  shall be or become a creditor of the  Company,
any Subsidiary  Guarantor or any other obligor upon the Securities,  the Trustee
shall be subject to the  provisions  of the Trust  Indenture  Act  regarding the
collection of claims against the Company,  any Subsidiary  Guarantor or any such
other obligor.


SECTION 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to one or more series of  Securities  which shall be authorized to act on behalf
of the Trustee to  authenticate  Securities  of such series issued upon original
issue and upon  exchange,  registration  of  transfer or partial  redemption  or
pursuant to Section 306, and  Securities so  authenticated  shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the

                                      -75-

<PAGE>

authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Company and shall at all times be a  corporation  organized  and doing  business
under  the laws of the  United  States of  America,  any  State  thereof  or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined  capital and surplus of not less than  $50,000,000 and subject
to  supervision  or  examination  by  Federal  or  State   authority.   If  such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  such Authenticating  Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent,  provided such  corporation  shall be otherwise  eligible
under this Section,  without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent which shall be acceptable to the Company and the Subsidiary Guarantors and
shall mail written  notice of such  appointment  by  first-class  mail,  postage
prepaid,  to all Holders of  Securities of the series with respect to which such
Authenticating  Agent  will  serve as their  names and  addresses  appear in the
Register. Any successor  Authenticating Agent upon acceptance of its appointment
hereunder  shall  become  vested with all the  rights,  powers and duties of its
predecessor   hereunder,   with  like  effect  as  if  originally  named  as  an
Authenticating  Agent.  No  successor  Authenticating  Agent shall be  appointed
unless eligible under the provisions of this Section.

         The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its  services  under this  Section,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 607.


                                      -76-

<PAGE>

         If an  appointment  with respect to one or more series of Securities is
made pursuant to this Section,  the  Securities of such series may have endorsed
thereon, in lieu of the Trustee's certificate of authentication,  an alternative
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein and with
the Subsidiary  Guarantees endorsed thereon referred to in the  within-mentioned
Indenture.



         _____________________________,
         As Trustee



         By___________________________,
         As Authenticating Agent



         By___________________________
         Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

              (1) semi-annually,  not later than June 15 and December 15 in each
         year, a list, in such form as the Trustee may  reasonably  require,  of
         the names and  addresses of the Holders of Securities of each series as
         of the immediately  preceding June 1 or December 1, as the case may be,
         and

              (2) at such other  times as the  Trustee  may  request in writing,
         within 30 days after the receipt by the Company of any such request,  a
         list of  similar  form and  content  as of a date not more than 15 days
         prior to the time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Security Registrar.


                                      -77-

<PAGE>

SECTION 702.  Preservation of Information; Communications to Holders.

         The  Trustee  shall  preserve,  in as  current a form as is  reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  701 and the names and
addresses  of Holders  received  by the  Trustee  in its  capacity  as  Security
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights  and  privileges  of the  Trustee,  shall  be as  provided  by the  Trust
Indenture Act.

         Every Holder of Securities,  by receiving and holding the same,  agrees
with the Company,  the  Subsidiary  Guarantors  and the Trustee that neither the
Company,  the  Subsidiary  Guarantors nor the Trustee nor any agent of either of
them shall be held  accountable by reason of any disclosure of information as to
names and addresses of Holders made pursuant to the Trust Indenture Act.


SECTION 703.  Reports by Trustee.

         The Trustee  shall  transmit to Holders  such  reports  concerning  the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         Reports so required to be transmitted  at stated  intervals of not more
than 12 months shall be  transmitted no later than 60 days after each May 15 and
shall be dated as of such May 15 in each  calendar  year,  commencing on May 15,
2002.

         A copy of each such report shall,  at the time of such  transmission to
Holders,  be filed by the  Trustee  with  each  stock  exchange  upon  which any
Securities are listed,  with the  Commission  and with the Company.  The Company
will notify the Trustee when any Securities are listed on any stock exchange and
of any delisting thereof.


SECTION 704.  Reports by Company.

         The Company and each of the Subsidiary  Guarantors  shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports,  and such summaries  thereof,  as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act;  provided that any such  information,  documents or reports  required to be
filed with the  Commission  pursuant to Section 13 or 15(d) of the  Exchange Act
shall be filed with the Trustee  within 15 days after the same is so required to
be  filed  with  the  Commission.  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).


                                      -78-

<PAGE>

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

         With  respect  to any  series  of  Securities,  the  Company  shall not
consolidate with or merge into any other Person or convey, transfer or lease its
properties  and assets  substantially  as an  entirety  to any  Person,  and the
Company  shall not  permit  any  Person to  consolidate  with or merge  into the
Company, unless:

              (1) if the Company consolidates with or merges into another Person
         or conveys,  transfers or leases the  Company's  properties  and assets
         substantially  as an entirety to another  Person,  the Person formed by
         such  consolidation  or into which the  Company is merged or the Person
         which  acquires  by  conveyance  or  transfer,  or  which  leases,  the
         Company's  properties and assets  substantially as an entirety (each, a
         "Successor") must:

                     (A)    be a  corporation,  partnership,  limited  liability
                            company or other similar  business entity  organized
                            and  validly  existing  under the laws of the United
                            States of America, any State thereof or the District
                            of Columbia; and

                     (B)    expressly  assume,  by  an  indenture   supplemental
                            hereto,  executed and  delivered to the Trustee,  in
                            form  satisfactory  to  the  Trustee,  the  due  and
                            punctual payment of the principal of and any premium
                            and   interest  on  all  the   Securities   and  the
                            performance  or observance of every covenant of this
                            Indenture on the part of the Company to be performed
                            or observed and, for each Security that by its terms
                            provides for conversion, shall have provided for the
                            right to convert such  Security in  accordance  with
                            its terms;

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

              (3)  immediately  after  giving  effect  to such  transaction  the
         Company or the  Successor,  as the case may be, could Incur at least an
         additional $1.00 of Indebtedness with respect to the Securities of such
         series under the first  paragraph of Section  1007;  provided that this
         Clause (3) shall not apply:

                     (A)    to a  consolidation,  merger or sale of all (but not
                            less than all) of the  assets of the  Company if all
                            Liens  and   Indebtedness  of  the  Company  or  the
                            Successor, as the

                                      -79-

<PAGE>

                            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 and the Securities;

                     (B)    if, in the good faith  determination of the Board of
                            Directors of the Company,  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  and  any  such
                            transaction  shall  not have as one of its  purposes
                            the evasion of the foregoing limitations; or

                     (C)    any such  transaction that only involves the Company
                            and  one or  more  of its  Wholly  Owned  Restricted
                            Subsidiaries;

              (4) the Company has delivered to the Trustee an Officers' Certifi-
         cate and an Opinion of Counsel,  each stating that such  consolidation,
         merger, conveyance,  transfer or lease and, if a supplemental indenture
         is required in  connection  with such  transaction,  such  supplemental
         indenture complies with this Article and that all conditions  precedent
         herein  provided for relating to such  transaction  have been  complied
         with; and

              (5) each Subsidiary Guarantor, unless such Subsidiary Guarantor is
         the Person with which the Company has entered into a transaction  under
         this section,  shall have  confirmed by an amendment to its  Subsidiary
         Guarantee that its Subsidiary  Guarantee shall apply to the obligations
         of the Company or the Successor in accordance  with the  Securities and
         this Indenture.

SECTION 802.  Mergers, Consolidations and Certain Sales of Assets by
              Subsidiary Guarantors.

         Except in a  transaction  constituting  an Asset Sale to a Person other
than  the  Company  or one  of  its  Restricted  Subsidiaries,  each  Subsidiary
Guarantor will not, and the Company will not permit any Subsidiary Guarantor to,
consolidate with or merge into, or directly or indirectly,  convey,  transfer or
lease its  properties  and assets  substantially  as an  entirety  to, any other
Person (other than the Company or another  Subsidiary  Guarantor) unless, in any
such transaction:

              (1) if such Subsidiary Guarantor  consolidates with or merges into
         another Person or directly or indirectly  conveys,  transfers or leases
         its  properties  and assets  substantially  as an entirety,  the Person
         formed by such consolidation or into which such Subsidiary Guarantor is
         merged or the Person which  acquires by  conveyance,  transfer or lease
         the properties and

                                      -80-

<PAGE>

         assets of such Subsidiary Guarantor substantially as an entirety (each,
         a "Successor Subsidiary Guarantor"):

                     (x)    is a  corporation,  partnership,  limited  liability
                            company or other similar  business entity  organized
                            and  validly  existing  under the laws of the United
                            States of America, any State thereof or the District
                            of Columbia, and

                     (y)    expressly  assumes  by  an  indenture   supplemental
                            hereto  executed and  delivered  to the Trustee,  in
                            form  satisfactory  to  the  Trustee,  the  due  and
                            punctual   payment  of  all   obligations   of  such
                            Subsidiary  Guarantor under its Subsidiary Guarantee
                            and  this  Indenture  and the  performance  of every
                            covenant  of  this  Indenture  to  be  performed  or
                            observed by such Subsidiary Guarantor; and

              (2)  the  Company  has  delivered  to  the  Trustee  an  Officers'
         Certificate  and  an  Opinion  of  Counsel,   each  stating  that  such
         consolidation,   merger,  conveyance,  transfer  or  lease  and,  if  a
         supplemental indenture is required in connection with such transaction,
         such  supplemental  indenture,  complies with this Article and that all
         conditions  precedent in this  Indenture  provided for relating to such
         transaction have been complied with.


SECTION 803.  Successor Substituted.

         Upon any  consolidation  of the Company  with, or merger of the Company
into,  any other Person or any  conveyance,  transfer or lease of the properties
and assets of the  Company  substantially  as an  entirety  in  accordance  with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such  conveyance,  transfer or lease 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, and thereafter,  except in the case
of a lease,  the  predecessor  Person shall be relieved of all  obligations  and
covenants under this Indenture and the Securities.

         Except in a  transaction  constituting  an Asset Sale to a Person other
than the Company or one of its Restricted  Subsidiaries,  upon any consolidation
of a Subsidiary Guarantor with, or merger of such Subsidiary Guarantor into, any
other Person or any  conveyance,  transfer or lease of the properties and assets
of such  Subsidiary  Guarantor  substantially  as an entirety in accordance with
Section 802 to a Person  other than the Company or a Subsidiary  Guarantor,  the
Successor Subsidiary Guarantor shall succeed to, and be substituted for, and may
exercise  every  right  and power  of,  such  Subsidiary  Guarantor  under  this
Indenture with the same effect as if such  successor  Person had been named as a
Subsidiary Guarantor herein, and thereafter,  except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                      -81-

<PAGE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders,  the Company,  when authorized by a
Board Resolution, of the Company, the Subsidiary Guarantors,  when authorized by
respective Board Resolutions of the Subsidiary  Guarantors,  and the Trustee, at
any  time  and  from  time to  time,  may  enter  into  one or  more  indentures
supplemental  hereto,  in  form  satisfactory  to the  Trustee,  for  any of the
following purposes:

              (1) to evidence the succession of another Person to the Company or
         any  Subsidiary  Guarantor and the  assumption by any such successor of
         the covenants of the Company or any Subsidiary  Guarantor herein and in
         the Securities in each case as permitted under the Indenture; or

              (2) to add to the  covenants of the Company for the benefit of the
         Holders of all or any series of Securities  (and if such  covenants are
         to be for the  benefit of less than all series of  Securities,  stating
         that such covenants are expressly being included solely for the benefit
         of such  series) or to surrender  any right or power  herein  conferred
         upon the Company; or

              (3) to add any additional Events of Default for the benefit of the
         Holders  of all or any  series of  Securities  (and if such  additional
         Events of Default  are to be for the benefit of less than all series of
         Securities,   stating  that  such  additional  Events  of  Default  are
         expressly being included solely for the benefit of such series); or

              (4) to add to or change any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate  the issuance
         of  Securities in bearer form,  registrable  or not  registrable  as to
         principal,  and with or  without  interest  coupons,  or to  permit  or
         facilitate the issuance of Securities in uncertificated form; or

              (5) to add to, change or eliminate  any of the  provisions of this
         Indenture in respect of one or more series of Securities, provided that
         any such addition, change or elimination (A) shall neither (i) apply to
         any  Security  of any series  created  prior to the  execution  of such
         supplemental  indenture  and entitled to the benefit of such  provision
         nor (ii)  modify  the rights of the  Holder of any such  Security  with
         respect to such provision or (B) shall become effective only when there
         is no such Security Outstanding; or

              (6)    to secure the Securities; or

                                      -82-

<PAGE>

              (7) to establish  the form or terms of Securities of any series as
         permitted by Sections 201 and 301; or

              (8) to  evidence  and provide for the  acceptance  of  appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  series and to add to or change any of the  provisions  of this
         Indenture  as shall be  necessary  to  provide  for or  facilitate  the
         administration  of the  trusts  hereunder  by more  than  one  Trustee,
         pursuant to the requirements of Section 611; or

              (9) to add to or change any of the  provisions  of this  Indenture
         with  respect to any  Securities  that by their terms may be  converted
         into  securities or other  property  other than  Securities of the same
         series  and of like  tenor,  in  order  to  permit  or  facilitate  the
         issuance, payment or conversion of such Securities; or

              (10) to cure any ambiguity, to correct or supplement any provision
         herein which may be defective or inconsistent  with any other provision
         herein,  or to make any other  provisions  with  respect  to matters or
         questions  arising  under this  Indenture,  provided  that the Board of
         Directors  determines  in good faith that such action  pursuant to this
         Clause (10) shall not adversely  affect the interests of the Holders of
         Securities of any series in any material respect; or

              (11)   to add new Subsidiary Guarantors pursuant to Section 1505.


SECTION 902.  Supplemental Indentures With Consent of Holders.

        With the consent of the Holders of a majority in principal amount
of the  Outstanding  Securities  of all  series  affected  by such  supplemental
indenture  (considered  together as one class for this purpose),  by Act of said
Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the
Company,  when authorized by a Board  Resolution of the Company,  the Subsidiary
Guarantors,  when authorized by respective  Board  Resolutions of the Subsidiary
Guarantors,   and  the  Trustee  may  enter  into  an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying in any manner the rights of the Holders of  Securities  of such series
under this Indenture;  provided,  however,  that no such supplemental  indenture
shall,  without the consent of the Holder of each Outstanding  Security affected
thereby,

              (1)  change  the  Stated  Maturity  of the  principal  of,  or any
         instalment of principal of or interest on, any Security,  or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable  upon the  redemption  thereof,  or  reduce  the  amount of the
         principal of an Original Issue Discount  Security or any other Security
         which would be due and payable upon a declaration  of  acceleration  of
         the Maturity  thereof pursuant to Section 502, or permit the Company to
         redeem any Security if, absent such supplemental indenture, the Company
         would not be permitted to do so,

                                      -83-

<PAGE>

         or change any Place of Payment where, or the coin or currency in which,
         any Security or any premium or interest  thereon is payable,  or impair
         the right to institute suit for the  enforcement of any such payment on
         or after the Stated Maturity thereof (or, in the case of redemption, on
         or after the Redemption Date), or modify Article Fourteen or Sixteen in
         any manner adverse to the Holders of Outstanding Securities, or, except
         as expressly permitted  elsewhere in this Indenture,  waive any default
         in the payment of  principal  of,  premium,  if any, or interest on the
         Securities, or

              (2) if any  Security  provides  that the  Holder may  require  the
         Company to  repurchase or convert such  Security,  impair such Holder's
         right to require repurchase or conversion of such Security on the terms
         provided therein, or

              (3) reduce the percentage in principal  amount of the  Outstanding
         Securities of any one or more series (considered separately or together
         as one class, as applicable),  the consent of whose Holders is required
         for any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain  provisions of this
         Indenture  or  certain  defaults  hereunder  and  their   consequences)
         provided for in this Indenture, or

              (4)  release  any   Subsidiary   Guarantor   from  its  Subsidiary
         Guarantees except as provided by this Indenture, or

              (5) modify any of the  provisions of this Section,  Section 513 or
         Section 1005, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby;  provided,  however,  that this Clause  shall not be deemed to
         require  the  consent  of any  Holder  with  respect  to changes in the
         references to "the Trustee" and concomitant changes in this Section and
         Section 1005, or the deletion of this proviso,  in accordance  with the
         requirements of Sections 611 and 901(8).

A  supplemental  indenture  which  changes or  eliminates  any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of one or more  particular  series of Securities,  or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other  provision,  shall be  deemed  not to  affect  the  rights  under  this
Indenture of the Holders of Securities of any other series.

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


SECTION 903.  Execution of Supplemental Indentures.

         In  executing,  or  accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  601) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted

                                      -84-

<PAGE>

by this  Indenture.  The Trustee may, but shall not be obligated  to, enter into
any such supplemental  indenture which affects the Trustee's own rights,  duties
or immunities under this Indenture or otherwise.


SECTION 904.  Effect of Supplemental Indentures.

         Upon the execution of any  supplemental  indenture  under this Article,
this Indenture shall be modified in accordance therewith,  and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.


SECTION 905.  Conformity with Trust Indenture Act.

         Every  supplemental  indenture  executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.


SECTION 906.  Reference in Securities to Supplemental Indentures.

         Securities  of  any  series   authenticated  and  delivered  after  the
execution of any supplemental  indenture pursuant to this Article may, and shall
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter provided for in such  supplemental  indenture.  If the Company and
the Subsidiary  Guarantors  shall so determine,  new Securities of any series so
modified  as to  conform,  in the  opinion of the  Trustee,  the Company and the
Subsidiary  Guarantors,  to any such supplemental  indenture may be prepared and
executed by the Company,  and the Subsidiary  Guarantees endorsed thereon may be
executed by the  Subsidiary  Guarantors and  authenticated  and delivered by the
Trustee in exchange for Outstanding Securities of such series.


SECTION 907.  Subordination Unimpaired.

         This   Indenture   may  not  be  amended  at  any  time  to  alter  the
subordination,  as provided  herein,  of any of the Securities then  Outstanding
without the written consent of each holder of Senior Debt then  outstanding that
would be adversely affected thereby.


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

         The  Company  covenants  and agrees for the  benefit of each  series of
Securities that it will duly and punctually pay the principal of and any premium
and

                                      -85-

<PAGE>

interest on the  Securities of that series in  accordance  with the terms of the
Securities and this Indenture.


SECTION 1002. Maintenance of Office or Agency.

         The  Company  will  maintain in each Place of Payment for any series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where  Securities of that series may be surrendered
for  registration of transfer or exchange,  where  Securities may be surrendered
for  conversion  and where  notices  and  demands to or upon the  Company or any
Subsidiary Guarantee in respect of the Securities of that series, any Subsidiary
Guarantees  endorsed  thereon and this Indenture may be served.  The Company and
the Subsidiary  Guarantors 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 or any  Subsidiary  Guarantor  shall fail to maintain  any such
required  office or agency or shall fail to furnish the Trustee with the address
thereof,  such  presentations,  surrenders,  notices  and demands may be made or
served at the  Corporate  Trust Office of the Trustee,  and the Company and each
Subsidiary  Guarantor  hereby  appoints  the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all such  purposes and may from time to time rescind
such  designations;  provided,  however,  that no such designation or rescission
shall in any manner  relieve the Company of its obligation to maintain an office
or agency  in each  Place of  Payment  for  Securities  of any  series  for such
purposes. The Company will 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.

         With respect to any Global  Security,  and except as  otherwise  may be
specified for such Global Security as contemplated by Section 301, the Corporate
Trust  Office of the  Trustee  shall be the Place of Payment  where such  Global
Security may be  presented or  surrendered  for payment or for  registration  of
transfer or exchange, or where successor Securities may be delivered in exchange
therefor, provided, however, that any such payment,  presentation,  surrender or
delivery  effected  pursuant to the Applicable  Procedures of the Depositary for
such  Global  Security  shall be deemed to have  been  effected  at the Place of
Payment  for such Global  Security in  accordance  with the  provisions  of this
Indenture.


SECTION 1003. Money for Securities Payments to Be Held in Trust.

         If the  Company  shall  at any time act as its own  Paying  Agent  with
respect to any series of Securities,  it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate  and hold in trust for the benefit of the Persons  entitled  thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be

                                      -86-

<PAGE>

paid to such  Persons  or  otherwise  disposed  of as herein  provided  and will
promptly notify the Trustee of its action or failure so to act.

         Whenever  the  Company  shall  have one or more  Paying  Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or  interest  on any  Securities  of that  series,  deposit  (or, if the
Company  has  deposited  any trust  funds  with a trustee  pursuant  to  Section
1304(1),  cause such trustee to deposit) with a Paying Agent a sum sufficient to
pay such amount, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

         The Company will cause each Paying  Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section,  that such Paying Agent will (1) comply with the  provisions of
the Trust  Indenture  Act  applicable to it as a Paying Agent and (2) during the
continuance  of any  default  by the  Company  (or any  other  obligor  upon the
Securities  of that  series)  in the  making of any  payment  in  respect of the
Securities of that series,  upon the written  request of the Trustee,  forthwith
pay to the Trustee  all sums held in trust by such  Paying  Agent for payment in
respect of the Securities of that series.

         The  Company  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such money.

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the  principal of or any premium or
interest on any  Security of any series and  remaining  unclaimed  for two years
after such  principal,  premium or interest has become due and payable  shall be
paid to the Company on Company  Request,  or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor,  look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease;  provided,  however,  that the Trustee or such Paying Agent, before being
required to make any such repayment,  may, at the expense of the Company,  cause
to be  published  once,  in a  newspaper  published  in  the  English  language,
customarily  published on each  Business Day and of general  circulation  in The
City of New York,  notice that such money remains  unclaimed  and that,  after a
date  specified  therein,  which shall not be less than 30 days from the date of
such  publication,  any unclaimed  balance of such money then  remaining will be
repaid to the Company.

                                      -87-

<PAGE>

SECTION 1004. Statement by Officers as to Default.

         The Company and each Subsidiary  Guarantor will deliver to the Trustee,
within 90 days after the end of each of their  respective  fiscal  years  ending
after the date hereof, an Officers'  Certificate,  stating whether or not to the
best knowledge of the signers  thereof the Company or the Subsidiary  Guarantor,
as the case may be, is in default in the  performance  and  observance of any of
the terms,  provisions and conditions of this Indenture  (without  regard to any
period  of grace or  requirement  of  notice  provided  hereunder)  and,  if the
Company, or the Subsidiary  Guarantor,  as the case may be, shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.


SECTION 1005. Waiver of Certain Covenants.

         Except as  otherwise  specified  as  contemplated  by  Section  301 for
Securities of a specific series, the Company may, with respect to the Securities
of any one or more series,  omit in any  particular  instance to comply with any
term,  provision or condition  set forth in any  covenant  provided  pursuant to
Section 301(18),  901(2) or 901(7) for the benefit of the Holders of such series
or in  Sections  1004,  1006 or  Article  Eight  if,  before  the  time for such
compliance,  the Holders of a majority in  principal  amount of the  Outstanding
Securities  of all series  affected by such waiver  (considered  together as one
class  for this  purpose)  shall,  by Act of such  Holders,  either  waive  such
compliance  in such  instance  or  generally  waive  compliance  with such term,
provision or condition,  but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective,  the obligations of the Company and the duties of
the Trustee in respect of any such term,  provision or condition shall remain in
full force and effect.


SECTION 1006. Existence.

         Subject to Article Eight and, as to the  Securities of any series,  the
terms thereof,  the Company will do or cause to be done all things  necessary to
preserve and keep in full force and effect the  existence,  rights  (charter and
statutory)  and  franchises  of  the  Company  and  each  Subsidiary  Guarantor;
provided,  however,  that the Company shall not be required to preserve any such
right or  franchise if the Board of Directors of the Company in good faith shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not  disadvantageous in
any material respect to the Holders.


SECTION 1007. Limitation on Indebtedness.

         With  respect to any series of  Securities,  the Company  will not, and
will not permit any of its Restricted  Subsidiaries  to, Incur any  Indebtedness
(other than the Securities of such series, the Subsidiary Guarantees thereof and
other Indebtedness existing on the Issue Date of the Securities of such series);
provided

                                      -88-

<PAGE>

that the Company and its  Restricted  Subsidiaries  may Incur  Indebtedness  if,
after giving effect to the Incurrence of such  Indebtedness  and the receipt and
application of the proceeds  therefrom,  the Leverage Ratio of the Company would
be positive and less than 5:1.

         Notwithstanding   the   foregoing,   the  Company  and  its  Restricted
Subsidiaries may Incur each and all of the following:

              (1) Indebtedness  under the Credit Agreement of up to $150 million
         aggregate principal amount outstanding at any time;

              (2) Indebtedness  that the Company owes to any of its Wholly Owned
         Restricted  Subsidiaries or that any of its Restricted Subsidiaries owe
         to the Company or any of its Wholly Owned Restricted  Subsidiaries that
         is evidenced by a promissory note; provided that:

                     (A)    Indebtedness owed to the Company or a Subsidiary
              Guarantor shall be evidenced by an unsubordinated promissory note,

                     (B) any event that causes any such Wholly Owned  Restricted
              Subsidiary to no longer be a Wholly Owned Restricted Subsidiary or
              any transfer of any such Indebtedness to any Person other than the
              Company or one of its Wholly Owned Restricted  Subsidiaries  shall
              be deemed to be an  Incurrence  of  Indebtedness  not permitted by
              this Clause (2), and

                     (C)  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 Securities of such series,
              in the case of the Company,  or the Subsidiary  Guarantee thereof,
              in the case of a Subsidiary Guarantor,

              (3)  Indebtedness  issued in exchange  for, or the net proceeds of
         which are used to refund, refinance, replace, renew, extend, defease or
         otherwise  discharge  (each,  a  "refinancing"),  any then  outstanding
         Indebtedness  (other than any  Indebtedness  described in Clause (2) or
         (7) of this Section 1007),  including any refinancing of a refinancing;
         provided that:

                     (A) the  aggregate  principal  amount (or,  if  applicable,
              accreted  value) of any refinancing  Indebtedness  does not exceed
              the  aggregate   principal  amount  (or  accreted  value)  of  the
              Indebtedness to be refinanced plus any premiums,  accrued interest
              or dividends,  consent fees,  defeasance  costs and other fees and
              expenses Incurred in connection with such refinancing,

                     (B) if the  Company or one of its  Restricted  Subsidiaries
              Incur Indebtedness to refinance  Indebtedness that is subordinated
              in  right  of  payment  to the  Securities  of  such  series  or a
              Subsidiary Guarantee thereof, the refinancing Indebtedness must be
              made  subordinate  in right of payment to the  Securities  of such
              series or Subsidiary Guarantee

                                      -89-

<PAGE>

              thereof,  as  applicable,  at  least  to the  same  extent  as the
              Indebtedness to be refinanced,

                     (C) as of the  date on  which  it is  Incurred,  the  final
              Stated  Maturity of the  refinancing  Indebtedness  is not earlier
              than:

                     (x)    if the final Stated Maturity of the  Indebtedness to
                            be  refinanced  is  earlier  than the  final  Stated
                            Maturity of the Securities of such series, the final
                            Stated   Maturity   of   the   Indebtedness   to  be
                            refinanced, or

                     (y)    if the final Stated Maturity of the  Indebtedness to
                            be refinanced is the same as or later than the final
                            Stated  Maturity of the  Securities  of such series,
                            the final Stated  Maturity of the Securities of such
                            series, and

                     (D) as of the date on which it is Incurred,  the portion of
              the refinancing  Indebtedness  with a Stated Maturity prior to the
              final  Stated  Maturity  of the  Securities  of such series has an
              Average Life at least equal to the  remaining  Average Life of the
              portion  of  the  Indebtedness  to be  refinanced  with  a  Stated
              Maturity  prior to the final Stated  Maturity of the Securities of
              such series;

              (4)  Acquired  Indebtedness,  provided  that,  at the time of, and
         after giving effect to, such  Incurrence  the Company could Incur $1.00
         of  additional  Indebtedness  pursuant to the first  paragraph  of this
         Section;

              (5) Purchase  Money  Secured  Indebtedness  in respect of property
         acquired  after the Issue Date of the  Securities  of such series in an
         aggregate  principal amount (or, if applicable,  accreted value) not to
         exceed $10 million outstanding at any time;

              (6)  Indebtedness  to the  extent  the net  proceeds  thereof  are
         promptly:

                     (A)    used to purchase Securities tendered in an Offer to
              Purchase made as a result of a Change in Control, or

                     (B)   deposited to defease the Securities of such series as
              described under Article Thirteen;

              (7)   Guarantees   of  the  Company  or  one  of  its   Restricted
         Subsidiaries  of  Indebtedness  permitted to be Incurred  under another
         provision of this Section 1007;

              (8) Indebtedness  Incurred by the Company or any of its Restricted
         Subsidiaries  (in addition to Indebtedness  permitted under Clauses (1)
         through (7) above) in an aggregate  principal amount outstanding at any
         time  (together  with  any  refinancings  thereof)  not to  exceed  $50
         million.

                                      -90-

<PAGE>

         Notwithstanding  any other  provision of this Section 1007, the maximum
amount of Indebtedness that may be Incurred pursuant to this Section 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.

         For purposes of determining any particular amount of Indebtedness under
this Section 1007,

              (i)    Indebtedness  Incurred  under the  Credit  Agreement  on or
                     prior to the Issue Date of  Securities of such series shall
                     be treated as Incurred pursuant to Clause (1) of the second
                     paragraph of this Section,

              (ii)   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

              (iii)  any  Liens  granted  pursuant  to  the  equal  and  ratable
                     provisions   of  Section  1014  shall  not  be  treated  as
                     Indebtedness.

         For purposes of  determining  compliance  with this Section 1007, if an
item of  Indebtedness  meets  the  criteria  of more  than  one of the  types of
Indebtedness  described  in either of the first two  paragraphs  of this Section
1007  (other  than  Indebtedness  referred  to in Clause (i) of the  immediately
preceding  paragraph),  the Company may, in its sole discretion,  classify,  and
from time to time may reclassify such item of Indebtedness.


SECTION 1008. Limitation on Senior Subordinated Indebtedness

         With  respect to any series of  Securities,  the Company  will not, and
will not permit any of its Subsidiary Guarantors to, Incur any Indebtedness that
is subordinate in right of payment to any Senior  Indebtedness of the Company or
such Subsidiary Guarantor,  as the case may be, unless such Indebtedness is pari
passu  with,  or  subordinated  in right of payment to, the  Securities  of such
series or its Subsidiary  Guarantee  thereof,  as the case may be; provided that
the foregoing  limitation shall not apply to distinctions  between categories of
Indebtedness  that  exist by reason of any Liens or any  Guarantees  arising  or
created in respect of some but not all of its Indebtedness.


SECTION 1009. Limitation on Restricted Payments.

         With  respect to any series of  Securities,  the Company  will not, and
will not permit any of its Restricted  Subsidiaries  to,  directly or indirectly
make any of the following "Restricted Payments":

              (1)  declare or pay any  dividend or make any  distribution  on or
         with respect to its Capital Stock other than:

                                      -91-

<PAGE>

                     (a)    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,

                     (b)    dividends or distributions payable to the Company or
                            any of its Restricted Subsidiaries, and

                     (c)    pro rata dividends  or distributions  payable by its
                            Restricted Subsidiaries on their Capital Stock;

              (2) purchase,  call for redemption or redeem,  retire or otherwise
         acquire for value of any shares of:

                     (a)    Capital  Stock  of  the  Company  (or  any  options,
                            warrants or other  rights to acquire  such shares of
                            Capital  Stock) held by any Person other than one of
                            its Restricted Subsidiaries, or

                     (b)    Capital Stock of any of its Restricted  Subsidiaries
                            (or any options, warrants or other rights to acquire
                            such shares of Capital Stock) held by any Affiliates
                            of the  Company  other  than  one of its  Restricted
                            Subsidiaries;

              (3) make any voluntary or optional principal payment,  redemption,
         repurchase,  defeasance or other acquisition or retirement for value of
         any  Indebtedness  of the  Company  that is  subordinated  in  right of
         payment to the Securities of such series or any  Indebtedness of any of
         its Subsidiary  Guarantors  that is subordinated in right of payment to
         its Subsidiary Guarantee thereof, or

              (4) make any Investment, other than a Permitted Investment, in any
         Person,

if, at the time of, and after giving effect to, the proposed Restricted Payment:

                     (A) a  Default  or Event of  Default  with  respect  to the
              Securities of such series shall have occurred and be continuing,

                     (B) the  Company  would not be able to Incur at least $1.00
              of  Indebtedness  under the first  paragraph  of Section 1007 with
              respect to the Securities of such series, or

                     (C) the aggregate  amount of all  Restricted  Payments made
              after the Issue Date of the Securities of such series shall exceed
              the sum of:

                            (i) the Company's Consolidated EBITDA accrued during
                     the period (taken as one  accounting  period)  beginning on
                     the first day of the  fiscal  quarter  in which  such Issue
                     Date falls (the "Start Date") and ending on the date of the
                     most recent available

                                      -92-

<PAGE>

                     quarterly or annual  balance sheet of the Company as of the
                     date of the  Restricted  Payment (or, if such  Consolidated
                     EBITDA for such period is a deficit,  minus such  deficit),
                     minus (A) 200% of its Consolidated Interest Expense for any
                     portion of such period ending prior to July 1, 2002 and (B)
                     225% of its  Consolidated  Interest  Expense of the Company
                     for any  portion of such period  commencing  after June 30,
                     2002, plus

                            (ii) the  aggregate of (a) Net Cash Proceeds and (b)
                     non-cash  proceeds  (but  only  to  the  extent  that  such
                     proceeds  are  converted   into  cash  or  Temporary   Cash
                     Investments  within 120 days of receipt  thereof)  that the
                     Company   receives  after  the  Start  Date  as  a  capital
                     contribution  or from  the  issuance  and  sale to a Person
                     other than one of its Subsidiaries of:

                            (x)     the  Company's  Capital  Stock  (other  than
                                    Disqualified Stock),

                            (y)     Indebtedness   that  is   permitted   to  be
                                    Incurred   by  this   Indenture   upon   the
                                    conversion or exchange of such  Indebtedness
                                    into  or for  the  Company's  Capital  Stock
                                    (other than Disqualified Stock), or

                            (z)     any  options,  warrants  or other  rights to
                                    acquire the  Company's  Capital Stock (other
                                    than  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 final  Stated
                                    Maturity of the  Securities of such series),
                                    plus

                            (iii)  an  amount  equal  to the  net  reduction  in
                     Investments  (other  than  Permitted  Investments)  in  any
                     Person resulting from:

                            (x)     repurchases,      redemptions,     interest,
                                    dividends or other  payments,  repayments or
                                    advances or other transfers of assets of, on
                                    or in  respect of such  Investments  by such
                                    Person or its  Affiliates  to the Company or
                                    one of its Restricted  Subsidiaries  or from
                                    the Net Available  Cash from the sale of any
                                    such Investment, or

                            (y)     the   release  of  any   Guarantee   or  any
                                    redesignations of Unrestricted  Subsidiaries
                                    as Restricted Subsidiaries;

                            provided that, in each case, the amount of any such
                            reduction:

                            (x)     shall not exceed  the amount of  Investments
                                    previously made by the Company or any of its
                                    Restricted  Subsidiaries  in such  Person or
                                    Unrestricted Subsidiary,

                                      -93-

<PAGE>

                            (y)     shall  exclude any such  payment or proceeds
                                    to  the  extent  they  are  included  in the
                                    calculation   of   Consolidated   EBITDA  or
                                    Consolidated Interest Expense, and

                            (z)     shall  be   valued   as   provided   in  the
                                    definition  of  "Investments"  to the extent
                                    that applies.

         However,  this  Section  1009 will not be violated  with respect to any
series of Securities by any of the following Restricted Payments:

              (1)    the  payment of any  dividend  or  distribution  on or with
                     respect to, or  redemption  of, any Capital Stock within 60
                     days after the date on which such  dividend was declared or
                     the notice of such  redemption  was given,  as the case may
                     be, if such payment or redemption would have been permitted
                     on  such  date  under  the  preceding  provisions  of  this
                     Section 1009,

              (2)    the redemption, repurchase, defeasance or other acquisition
                     or   retirement   for   value  of   Indebtedness   that  is
                     subordinated  in right of payment to the Securities of such
                     series or any Subsidiary  Guarantee thereof,  including any
                     premium,  accrued interest and costs and expenses  Incurred
                     as part of the refinancing,  in exchange for, or out of the
                     proceeds  of  a  substantially   concurrent   offering  of,
                     Indebtedness  that  complies with the proviso to Clause (3)
                     of the second paragraph of Section 1007,

              (3)    the   repurchase,   redemption  or  other   acquisition  or
                     retirement for value of Capital Stock of the Company or any
                     of its  Restricted  Subsidiaries  (or options,  warrants or
                     other rights to acquire any such Capital  Stock) out of the
                     proceeds of a contribution  to the Company's  capital or by
                     conversion into, in exchange for, or out of the proceeds of
                     a substantially  concurrent  offering of, shares of Capital
                     Stock of the  Company  (other than  Disqualified  Stock) or
                     options,  warrants or other  rights to acquire such Capital
                     Stock of the Company;  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 Securities of such series,

              (4)    the  making of any  principal  payment  or the  repurchase,
                     redemption,  retirement, defeasance or other acquisition or
                     retirement for value of Indebtedness  which is subordinated
                     in right of payment to the Securities of such series or any
                     Subsidiary  Guarantee  thereof  out  of the  proceeds  of a
                     contribution  to the  Company's  capital  or by  conversion
                     into,  in  exchange  for,  or  out  of  the  proceeds  of a
                     substantially   concurrent   offering  of,  shares  of  the
                     Company's Capital Stock (other than Disqualified  Stock) or
                     options,  warrants or other  rights to acquire such Capital
                     Stock of the Company;  provided that such options, warrants
                     or other  rights

                                      -94-

<PAGE>

                     are not redeemable at the option of the holder, or required
                     to be  redeemed,  prior  to  the  Stated  Maturity  of  the
                     Securities of such series,

              (5)    payments  or  distributions,   to  dissenting  stockholders
                     pursuant to  applicable  law,  pursuant to or in connection
                     with  a   consolidation,   merger  or  transfer  of  assets
                     involving  or  by  the  Company  that   complies  with  the
                     applicable provisions of this Indenture,

              (6)    Investments  acquired as a  contribution  to the  Company's
                     capital,  or in exchange  for, or out of the  proceeds of a
                     substantially  concurrent offering of, Capital Stock of the
                     Company  (other  than   Disqualified   Stock)  or  options,
                     warrants  or other  rights to acquire  the  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 Securities
                     of such series,

              (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  repurchase of  Indebtedness  that is  subordinated  in
                     right of payment to the  Securities  of such  series or the
                     Subsidiary  Guarantees  thereof,  including  any  premiums,
                     accrued  interest and related costs and expenses,  from any
                     Excess  Proceeds  remaining after the Company has completed
                     an Offer to Purchase in respect of such Excess Proceeds and
                     purchased  all  the  Securities  of such  series  tendered,
                     provided  that such a  repurchase  is  required  to be made
                     under the terms  governing such  subordinated  Indebtedness
                     when it was initially Incurred,

              (9)    the redemption, repurchase, defeasance or other acquisition
                     or  retirement  for  value  of  Disqualified  Stock  of the
                     Company or any of its  Restricted  Subsidiaries,  including
                     any  premiums,  accrued  dividends  and  related  costs and
                     expenses, by conversion into, in exchange for or out of the
                     proceeds  of  a   substantially   concurrent   offering  of
                     Disqualified  Stock of the Company or any of its Restricted
                     Subsidiaries  which is permitted to be Incurred pursuant to
                     Section 1007,

              (10)   the redemption, repurchase, defeasance or other acquisition
                     or   retirement   for   value  of   Indebtedness   that  is
                     subordinated  in right of payment to the Securities of such
                     series or the Subsidiary Guarantees thereof,  including any
                     premiums,  accrued interest and related costs and expenses,
                     after a Change of Control  occurs and after the Company has
                     made and consummated an Offer to Purchase the Securities of
                     such series as required by Section 1016; provided that

                                      -95-

<PAGE>

                     (x)    such a  redemption  is required to be made under the
                            terms of such subordinated Indebtedness;

                     (y)    such Restricted  Payment occurs within 60 days after
                            the consummation of such Offer to Purchase; and

                     (z)    the  Company  would be able to  Incur an  additional
                            $1.00 of Indebtedness pursuant to Section 1007 after
                            giving pro forma effect to such Restricted  Payment;
                            and

              (11)   Restricted  Payments in an  aggregate  amount not to exceed
                     $20 million;

provided that the Restricted Payments described under Clauses (8), (10) and (11)
may not be made  if a  Default  or an  Event  of  Default  with  respect  to the
Securities  of such series has  occurred and is  continuing  or would occur as a
result of the actions or payments set forth in those Clauses.

         For purposes of determining whether the conditions of Clause (c) of the
first  paragraph of this Section  1009 have been  satisfied  with respect to any
subsequent Restricted Payment, the calculation shall exclude:

         (x)  all  Restricted  Payments in the  preceding  paragraph  other than
              those made under  Clauses (1) (to the extent that the  declaration
              of a dividend or distribution  or call for redemption  referred to
              therein reduces the amount available for Restricted Payments under
              such Clause (C)), (5), (8), (10) or (11) and

         (y)  the Net Cash  Proceeds  from any  offering  of any  Capital  Stock
              referred to in Clauses (3), (4) or (6) of the preceding  paragraph
              to the extent  they are used for the  purposes  described  in such
              Clauses.

         For purposes of determining compliance with this Section 1009:

         (x)  the amount of any non-cash  Restricted Payment shall be determined
              in good faith by the Board of Directors, whose determination shall
              be conclusive and evidenced by a Board Resolution, and

         (y)  if a Restricted Payment meets the criteria of more than one of the
              types of Restricted Payments described above,  including the first
              paragraph  of  this  Section  1009,  the  Company  may  order  and
              classify,  and from time to time may  reclassify,  such Restricted
              Payment  if  it  would  have  been  permitted  at  the  time  such
              Restricted Payment was made.


SECTION 1010. Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

         With  respect to any series of  Securities,  the Company  will not, and
will not permit any of its Restricted Subsidiaries to, create or otherwise cause
or suffer to

                                      -96-

<PAGE>

exist or become effective any consensual  encumbrance or restriction of any kind
on the ability of any of its Restricted Subsidiaries to:

         (1)  pay  dividends  or  make  any  other  distributions  permitted  by
              applicable law on any of its Capital Stock owned by the Company or
              any of its other Restricted Subsidiaries,

         (2)  pay any  Indebtedness  it owes to the  Company or any of its other
              Restricted Subsidiaries,

         (3)  make  loans  or  advances  to the  Company  or  any  of its  other
              Restricted Subsidiaries, or

         (4)  transfer  any of its  property  or assets to the Company or any of
              its other Restricted Subsidiaries.

         However,  the foregoing  provisions shall not restrict any encumbrances
or restrictions:

(A)      existing  on the  Issue  Date  of the  Securities  of such  series  and
         contained  in  the  Credit  Agreement,  this  Indenture  or  any  other
         agreements in effect on such Issue Date;

(B)      with  respect  to any  Person or the  property  or assets of any Person
         acquired by the Company or any of its Restricted Subsidiaries that:

         (x)  existed   at  the  time  of,  and  that  were  not   Incurred   in
              contemplation of, such acquisition, and

         (y)  do not apply to any Person or the property or assets of any Person
              other  than the  Person or the  property  or  assets  so  acquired
              (including its Subsidiaries and their property and assets);

(C)      under any extensions,  refinancings, renewals or replacements of any of
         the agreements or arrangement  referred to in the preceding  Clause (A)
         or (B);  provided that the  encumbrances  and  restrictions  that would
         otherwise be  prohibited  by this Section 1010 in any such  extensions,
         refinancings,  renewals  or  replacements  taken as a whole are no less
         favorable in any material  respect to the Holders of Securities of such
         series than those  encumbrances or restrictions that would otherwise be
         prohibited  by this  Section  1010 that are then in effect and that are
         being  extended,  refinanced,  renewed  or  replaced,  in each  case as
         determined in good faith by the Company's Board of Directors;

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

(E)      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 asset;

                                      -97-

<PAGE>

(F)      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 of its  Restricted  Subsidiaries  that is not  otherwise
         prohibited by this Indenture;

(G)      arising or agreed to in the ordinary course of business that do not:

         (x)  relate to any Indebtedness, and

         (y)  individually  or in the aggregate,  detract from the value of such
              property  or assets in any manner  material to the Company and the
              Restricted Subsidiaries, taken as a whole;

(H)      with respect to a Restricted Subsidiary that are 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;

(I)      arising or existing by reason of customary  provisions in joint venture
         agreements  and other similar  agreements;  provided that the Company's
         Board of Directors  determines  in good faith that each such  provision
         will not materially  adversely affect the Company's ability to make the
         required payments on the Securities of such series; or

(J)      customary   restrictions   relating  to   dividends   and   liquidation
         preferences   contained  in  any  Preferred   Stock  of  the  Company's
         Restricted Subsidiaries.

Nothing  contained in this Section 1010 shall  prevent the Company or any of its
Restricted Subsidiaries from:

         (x)  creating,  Incurring,  assuming  or  suffering  to exist any Liens
              otherwise permitted in Section 1014, or

         (y)  restricting  the  sale or other  disposition  of the  property  or
              assets of the Company or any of its Restricted  Subsidiaries  that
              secure any of its or their Indebtedness.

SECTION 1011. Limitation on the Issuance and Sale of Capital Stock of Restricted
              Subsidiaries.

         With  respect to any series of  Securities,  the Company will not sell,
and  will  not  permit  any of its  Restricted  Subsidiaries  to  issue or sell,
directly or  indirectly,  any shares of Capital  Stock of any of its  Restricted
Subsidiaries  (or any options,  warrants or other  rights to purchase  shares of
such  Capital  Stock) to any Person  other than the Company or one of its Wholly
Owned  Restricted  Subsidiaries  unless after giving  effect to such issuance or
sale, or exercise of such options, warrants or other rights, either:

         (1)  such Restricted Subsidiary continues to be a Subsidiary, or

                                      -98-

<PAGE>

         (2)  such  Restricted  Subsidiary  ceases  to be a  Subsidiary  and the
              Company and its other Restricted Subsidiaries retain:

                  (x)      none  of  the  Capital   Stock  of  such   Restricted
                           Subsidiary, or

                  (y)      an  Investment  in such  Restricted  Subsidiary  that
                           would  have  been   permitted  with  respect  to  the
                           Securities  of such series under Section 1009 if made
                           on the date of such issuance or sale.

The foregoing  shall not apply to 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.


SECTION 1012. Future Subsidiary Guarantors.

         With respect to any series of Securities,  if the Company or any of its
Restricted  Subsidiaries  acquires or creates after the Issue Date of Securities
of such series a Restricted  Subsidiary that is not a Foreign  Subsidiary,  then
the  Company  will cause such  Restricted  Subsidiary  to execute and deliver an
indenture supplemental to this Indenture,  in form and substance satisfactory to
the Trustee,  providing for a Subsidiary  Guarantee of payment of the Securities
of such series by such Restricted  Subsidiary.  The Subsidiary  Guarantee may be
subordinated to the Senior Indebtedness of the Subsidiary  Guarantor to the same
extent  as the  Securities  of  such  series  are  subordinated  to  its  Senior
Indebtedness.


SECTION 1013. Limitation on Transactions with Affiliates.

         The  Company  will  not,  and will  not  permit  any of its  Restricted
Subsidiaries to, directly or indirectly, enter into any transaction or series of
related transactions (including,  without limitation,  the purchase, sale, lease
or exchange of property or assets,  or the  rendering of any  service)  with any
Affiliates  of the  Company  or any of its  Restricted  Subsidiaries  (each,  an
"Affiliate  Transaction") or extend,  renew, waive or otherwise modify the terms
of any  Affiliate  Transaction  entered  into  prior  to the  Issuance  date  of
Securities  of  such  series  if  such  extension,   renewal,  waiver  or  other
modification is more  disadvantageous  in any material respect to the Holders of
the Securities of such series that the original Affiliate  Transaction,  in each
such case, unless:

         (1)  the terms of such Affiliate  Transaction  are no less favorable to
              the Company or its Restricted Subsidiary, as the case may be, than
              those that could be obtained at the time of such  transaction  or,
              if such Affiliate  Transaction is pursuant to a written agreement,
              at the time of the  execution of such  agreement,  in a comparable
              arm's-length  transaction  with  a  Person  that  is not  such  an
              Affiliate,

         (2)  if the  Affiliate  Transaction  involves  an  aggregate  amount in
              excess of $1.0  million,  the terms of the  transaction  have been
              approved in

                                      -99-

<PAGE>

              advance  by  a  majority  of  the  disinterested  members  of  the
              Company's Board of Directors, and

         (3)  if the  Affiliate  Transaction  involves  an  aggregate  amount in
              excess of $5.0 million, the Company has received a written opinion
              of  a  nationally  recognized   investment  banking,   accounting,
              valuation or appraisal firm stating the transaction is fair to the
              Company or such  Restricted  Subsidiary  from a financial point of
              view.

The foregoing shall not apply to:

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

         (B)  any issuance of securities to, or other payments, awards or grants
              of in cash,  securities  or otherwise  pursuant to, or the funding
              of, employment arrangements,  employee benefits, stock options and
              stock ownership plans approved by the Company's Board of Directors
              or the compensation committee thereof;

         (C)  the payment of reasonable  and customary fees to directors who are
              not employees of the Company or any of its Restricted Subsidiaries
              and  indemnification  arrangements  entered into  consistent  with
              industry practices;

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

         (E)  any sale of shares of Capital Stock (other than Disqualified Stock
              or Preferred  Stock of a Restricted  Subsidiary of the Company) or
              options, warrants or other rights to acquire such Capital Stock;

         (F)  any transaction covered and permitted by Article Eight;

         (G)  any Restricted Payments not prohibited by Section 1009; or

         (H)  loans or advances to the  Company's  employees or employees of any
              of its Restricted Subsidiaries in the ordinary course of business.


SECTION 1014. Limitation on Liens.

         With  respect to any series of  Securities,  the Company  will not, and
will not permit any of its  Subsidiary  Guarantors  to,  Incur any  Indebtedness
secured by a Lien on the  property  or assets of the  Company or the  Subsidiary
Guarantors,   as  the  case  may  be,  other  than  Senior  Indebtedness  unless
contemporaneously therewith effective provision is made to secure the Securities
of such series or the Subsidiary Guarantees thereof, as the case may be, equally

                                     -100-

<PAGE>

and ratably with (or, if such  Indebtedness  is subordinated in right of payment
to the Securities of such series or the Subsidiary  Guarantees  thereof,  as the
case  may  be,  prior  to)  such  Indebtedness  for  so  long  as  such  secured
Indebtedness is secured by a Lien.

         The foregoing limitation does not apply to:

         (A)  Liens existing on the Issue Date of the Securities of such series,
              including Liens securing obligations under the Credit Agreement;

         (B)  Liens securing Senior Indebtedness;

         (C)  Liens (including  extensions and renewals  thereof) created solely
              to secure Purchase Money Secured Indebtedness;

         (D)  Liens  securing  an  Interest  Rate  Agreement  so long as related
              Indebtedness  is, and is  permitted  to be under  this  Indenture,
              secured by a Lien on the same property  securing the Interest Rate
              Agreement;

         (E)  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;

         (F)  Liens on  property or assets or shares of stock of a Person at the
              time such Person  becomes a Subsidiary  of the Company;  provided,
              however,  that such Liens are not created,  Incurred or assumed in
              connection  with,  or  in  contemplation  of,  such  other  Person
              becoming a Subsidiary;  provided further,  however,  that any such
              Lien may not extend to any other  property or assets  owned by the
              Company or any of its Restricted Subsidiaries;

         (G)  Liens on  property or assets at the time the Company or any of its
              Subsidiaries  acquired  the  property  or  assets,  including  any
              acquisition by means of a merger or consolidation with or into the
              Company or any of its Restricted Subsidiaries;  provided, however,
              that such Liens are not created, Incurred or assumed in connection
              with,  or in  contemplation  of, such  acquisition;  and provided,
              further,  that any such Lien may not extend to any other  property
              or  assets  owned  by  the  Company  or  any  of  its   Restricted
              Subsidiaries;

         (H)  Liens securing  Indebtedness or other  obligations of a Subsidiary
              of the  Company  owing  to the  Company  or one of its  Subsidiary
              Guarantors;

         (I)  Liens  securing  refinancing  Indebtedness Incurred  to  refinance
              Indebtedness  that was  previously  so secured;  provided that any
              such Lien is limited to all or part of the same property or assets
              (plus   improvements,   accessions,   proceeds  or   dividends  or
              distributions in

                                     -101-

<PAGE>

              respect thereof) that secured (or, under the written  arrangements
              under which the original Lien arose, could secure) the obligations
              to which such Liens relate;

         (J)  Liens  securing  Capitalized  Lease  Obligations  permitted  to be
              Incurred under Section 1007;  provided that such Liens only secure
              the leased property;

         (K)  Liens  securing  letters of credit  entered  into in the  ordinary
              course of business;

         (L)  Liens on,  and  pledges  of,  the  Capital  Stock of  Unrestricted
              Subsidiaries; or

         (M)  Liens  relating  solely to  assets  to be sold in any  Asset  Sale
              Permitted under Section 1015 and arising under the sale agreements
              governing such Asset Sale, provided that if such Asset Sale is not
              consummated such Lien shall be terminated.


SECTION 1015. Limitation on Asset Sales.

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

         (1)  The  Company or such  Restricted  Subsidiary,  as the case may be,
              receives  consideration at least equal to the Fair Market Value of
              the assets sold or disposed of, as determined in good faith by its
              Board of  Directors  (including  as to the  value of any  non-cash
              consideration), and

         (2)  at least 85% of the consideration received consists of:

              (A)    cash or Temporary Cash Investments;

              (B)    the assumption of Senior Indebtedness of the Company or any
                     Subsidiary  Guarantor or  Indebtedness  of any of its other
                     Restricted   Subsidiaries   (in  each   case,   other  than
                     Indebtedness owed to the Company) if and to the extent that
                     the  Company  or such  Restricted  Subsidiary  receives  an
                     irrevocable  and  unconditional  release from all liability
                     under such Indebtedness;

              (C)    securities  that  the  Company  or any  of  its  Restricted
                     Subsidiaries  receives from the transferee and convert into
                     cash within 120 days after receipt;

              (D)    Designated  Noncash  Consideration  but only to the  extent
                     that at the time it is received  the Fair  Market  Value of
                     such  Designated  Noncash  Consideration  together with the
                     Fair  Market   Value  of  all  other   Designated   Noncash
                     Consideration  received  in respect of all  previous  Asset
                     Sales that is then outstanding (determined as

                                     -102-

<PAGE>

                     provided   in  the   definition   of   Designated   Noncash
                     Consideration),  in each case as determined by the Board of
                     Directors  of the  Company in good  faith,  does not exceed
                     $25.0  million  (with the Fair Market Value of each item of
                     Designated Noncash Consideration being measured at the time
                     it is received  and  without  giving  effect to  subsequent
                     changes in value); or

              (E)    Replacement Assets.

         With  respect  to any  series of  Securities,  if the  Company  and its
Restricted  Subsidiaries receive Net Available Cash from one or more Asset Sales
occurring  on or after the Issue Date of the  Securities  of such  series in any
period of 12 consecutive  months which exceeds $5 million,  within twelve months
after the Company  receives  such excess Net  Available  Cash it will,  and will
cause such Restricted  Subsidiaries  to, apply such excess Net Available Cash to
one or more of the following:

         (A)  prepay,  repay,  purchase,  defease or otherwise acquire or retire
              for value  Senior  Indebtedness  of the Company or the  Subsidiary
              Guarantors  or  Indebtedness  of  any  of  its  other   Restricted
              Subsidiaries,  in each  case  owing  to a  Person  other  than the
              Company or one of its  Affiliates;  provided  that,  except in the
              case of a revolving credit facility,  the Indebtedness so prepaid,
              repaid or purchased shall be permanently reduced;

         (B)  purchase,  or enter into a definitive agreement to purchase within
              12 months after the date of such agreement, Replacement Assets; or

         (C)  make an  Offer  to  Purchase  the  Securities  of such  series  as
              provided below.

Pending the final  application  of any Net Available  Cash,  the Company and its
Restricted  Subsidiaries may temporarily reduce Indebtedness or otherwise invest
that Net Available Cash in Temporary Cash Investments.

         Any Net  Available  Cash that is not applied as described in Clause (A)
or (B) of the  preceding  paragraph  by the end of the time period  specified in
such paragraph will constitute  "Excess Proceeds" with respect to the Securities
of such series.  If, as of the first day of any calendar  month,  the  aggregate
amount  of Excess  Proceeds  in  respect  of which  the  Company  has not made a
previous  Offer to  Purchase  with  respect  to the  Securities  of such  series
pursuant to this  Section 1015 totals at least $10.0  million,  the Company must
commence, not later than the tenth Business Day of such month, and consummate an
Offer to Purchase from the Holders of Securities of such series (and if required
by the terms of any Indebtedness that ranks equally in right of payment with the
Securities of such series,  from the holders of such pari passu Indebtedness) on
a pro rata basis an  aggregate  principal  amount (or, if  applicable,  accreted
value) of  Securities  of such  series  (and,  if  applicable,  such pari  passu
Indebtedness)  equal to the Excess  Proceeds  with respect to the  Securities of
such series on such date, at a purchase  price equal to 100% of their  principal
amount (or, if applicable, accreted value), plus,

                                     -103-

<PAGE>

in each case, accrued and unpaid interest (if any) to the purchase date (subject
to the right of  Holders  of  record  on the  relevant  record  date to  receive
interest due on or prior to the purchase date). If the aggregate  purchase price
of  the  Securities  of  such  series  (and,  if  applicable,  such  pari  passu
Indebtedness) is less than the amount of such Excess  Proceeds,  the Company and
its Restricted  Subsidiaries  may retain the remaining  Excess  Proceeds and use
them for any corporate purpose not otherwise prohibited by this Indenture.  Upon
completion  of any such Offer to Purchase,  the amount of Excess  Proceeds  with
respect to the Securities of such series shall be reset at zero.

         The Company  will comply with the  requirement  of Rule 14e-1 under the
Securities  Exchange Act of 1934 and any other  securities  laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the  repurchase  of  Securities  of any  series  pursuant  to any  Offer to
Purchase therefor  (including after a Change of Control, as described below). To
the extent that the  provisions of any securities  laws or regulations  conflict
with  the  provisions  of this  Indenture  relating  to any  Offer  to  Purchase
(including one required after a Change of Control), the Company will comply with
the applicable  securities  laws and regulations and shall not be deemed to have
breached its obligations described in this Indenture by virtue thereof.


SECTION 1016. Repurchase of Securities of  Upon a Change of Control.

         With respect to any series of Securities,  unless the Company exercises
its right to redeem the Securities of such series  pursuant to the terms of such
Securities,  if a Change of Control occurs the Company must commence,  within 30
days of such  Change of Control,  and  consummate  an Offer to Purchase  for all
Securities of such series then outstanding, at a purchase price equal to 101% of
their  principal  amount,  plus  accrued  and  unpaid  interest  (if any) to the
purchase date (subject to the right of holders of record on the relevant  record
date to receive interest due on or prior to the purchase 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  Securities  of such  series  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  Securities of such
series validly tendered and not withdrawn in such Offer to Purchase.


SECTION 1017. Reports and Reports to Holders.

         Even if the Company is not then subject to the  reporting  requirements
under Section  13(a) or 15(d) of the Exchange Act, to the extent not  prohibited
by that Act, it will file with the  Commission  (or, if it is not  permitted  to
make such  filings,  deliver to the Trustee)  all reports and other  information
that  the  Company  would be  required  to so file if it were  subject  to those
sections.  Within 15 days after the  Company is or would be required to file any
such report or other  information with the Commission,  the Company will supply,
without charge, a copy of such report or other

                                     -104-

<PAGE>

information  to the Trustee and to each Holder of  Securities of such series (or
to the Trustee for forwarding to each Holder).

SECTION 1018.  Calculation of Original Issue Discount.

         The  Company  shall  provide  to the  Trustee  on a timely  basis  such
information  as the  Trustee  requires to enable the Trustee to prepare and file
any form  required to be  submitted  by the Company  with the  Internal  Revenue
Service and the Holders of the Securities  relating to original issue  discount,
including, without limitation, Form 1099-01D or any successor form.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101. Applicability of Article.

         Securities  of any series  which are  redeemable  before  their  Stated
Maturity  shall be  redeemable  in  accordance  with their  terms and (except as
otherwise  specified  as  contemplated  by Section 301 for such  Securities)  in
accordance with this Article.


SECTION 1102. Election to Redeem; Notice to Trustee.

         The  election  of  the  Company  to  redeem  any  Securities  shall  be
established in or pursuant to a Board  Resolution or in another manner specified
as contemplated by Section 301 for such Securities. In case of any redemption at
the  election  of the  Company  of less than all the  Securities  of any  series
(including any such redemption  affecting only a single  Security),  the Company
shall,  at  least 60 days  prior to the  Redemption  Date  fixed by the  Company
(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the
Trustee of such Redemption  Date, of the principal  amount of Securities of such
series to be redeemed and, if  applicable,  of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such  redemption  provided in the terms of such Securities or
elsewhere  in this  Indenture,  the Company  shall  furnish the Trustee  with an
Officers' Certificate evidencing compliance with such restriction.


SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

         If less  than  all the  Securities  of any  series  are to be  redeemed
(unless all the  Securities  of such  series and of a specified  tenor are to be
redeemed  or  unless  such  redemption  affects  only a  single  Security),  the
particular  Securities  to be redeemed  shall be selected  not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  by such method as the Trustee
shall deem fair and  appropriate  and which may  provide for the  selection  for
redemption of a portion of the principal  amount of any Security of such series,
provided that the  unredeemed  portion of the  principal  amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized  denomination) for such Security.  If less than all the Securities of
such series and of a specified tenor are to be redeemed  (unless such redemption
affects only a single Security),  the particular Securities to be redeemed shall
be selected not more than 60 days prior to the  Redemption  Date

                                     -105-

<PAGE>

by the Trustee,  from the  Outstanding  Securities  of such series and specified
tenor not  previously  called for  redemption in  accordance  with the preceding
sentence.

         If any Security  selected for partial  redemption  is converted in part
before  termination of the  conversion  right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption.  Securities which have
been converted  during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

         The  Trustee  shall  promptly  notify  the  Company  and each  Security
Registrar in writing of the Securities selected for redemption as aforesaid and,
in case of any  Securities  selected for partial  redemption as  aforesaid,  the
principal amount thereof to be redeemed.

         The  provisions  of the two preceding  paragraphs  shall not apply with
respect  to any  redemption  affecting  only a  single  Security,  whether  such
Security  is to be  redeemed  in  whole  or in  part.  In the  case of any  such
redemption  in part,  the  unredeemed  portion  of the  principal  amount of the
Security  shall be in an authorized  denomination  (which shall not be less than
the minimum authorized denomination) for such Security.

         For all  purposes  of this  Indenture,  unless  the  context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any  Securities  redeemed or to be redeemed  only in part, to the
portion of the principal  amount of such  Securities  which has been or is to be
redeemed.


SECTION 1104. Notice of Redemption.

         Notice  of  redemption  shall  be given by  first-class  mail,  postage
prepaid,  mailed  not  less  than 30 days  nor  more  than 60 days  prior to the
Redemption  Date, to each Holder of  Securities  to be redeemed,  at his address
appearing in the Security Register.

         All notices of redemption  shall identify the Securities to be redeemed
(including CUSIP numbers, if any) and shall state:

              (1) the Redemption Date,

              (2) the Redemption Price,

              (3) if less  than all the  Outstanding  Securities  of any  series
         consisting  of more  than a single  Security  are to be  redeemed,  the
         identification  (and,  in the case of  partial  redemption  of any such
         Securities,  the principal amounts) of the particular  Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting  of a single  Security  are to be  redeemed,  the  principal
         amount of the particular Security to be redeemed,

                                     -106-

<PAGE>

              (4) that on the Redemption  Date the Redemption  Price will become
         due and  payable  upon  each  such  Security  to be  redeemed  and,  if
         applicable,  that  interest  thereon  will cease to accrue on and after
         said date,

              (5)  the  place  or  places  where  each  such  Security  is to be
         surrendered for payment of the Redemption Price,

              (6) for any Securities  that by their terms may be converted,  the
         terms of  conversion,  the  date on which  the  right  to  convert  the
         Security to be redeemed  will  terminate  and the place or places where
         such Securities may be surrendered for conversion, and

              (7) that the  redemption  is for a  sinking  fund,  if such is the
         case.

         Notice of  redemption  of  Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's  written  request
delivered at least 15 days prior to the date on which such notice is to be given
(unless a shorter period shall be acceptable to the Trustee),  by the Trustee in
the name and at the expense of the Company and shall be irrevocable.


SECTION 1105. Deposit of Redemption Price.

         Prior to any  Redemption  Date,  the  Company  shall  deposit  with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as provided  in Section  1003) an amount of
money  sufficient to pay the Redemption  Price of, and (except if the Redemption
Date shall be an Interest  Payment Date) accrued interest on, all the Securities
which are to be  redeemed  on that date,  other than any  Securities  called for
redemption  on that date  which  have been  converted  prior to the date of such
deposit.

         If any Security called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust for
the  redemption  of such Security  shall  (subject to any right of the Holder of
such Security or any Predecessor Security to receive interest as provided in the
last  paragraph of Section 307 or in the terms of such  Security) be paid to the
Company  upon  Company  Request  or,  if then  held  by the  Company,  shall  be
discharged from such trust.


SECTION 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid,  the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest) such  Securities  shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption  Price,  together with accrued interest
to the Redemption Date; provided,  however,  that, unless otherwise specified as
contemplated by Section 301, instalments of interest whose Stated Maturity is on

                                     -107-

<PAGE>

or  prior  to the  Redemption  Date  will  be  payable  to the  Holders  of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Record Dates according to their terms and the
provisions of Section 307.

         If any  Security  called  for  redemption  shall  not be so  paid  upon
surrender  thereof for  redemption,  the principal and any premium shall,  until
paid, bear interest from the Redemption Date at the rate prescribed  therefor in
the Security.


SECTION 1107. Securities Redeemed in Part.

         Any Security  which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written  instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing),  and the Company shall execute,  and the Subsidiary
Guarantors shall execute their Subsidiary Guarantees to be endorsed thereon, and
the  Trustee  shall  authenticate  and  deliver to the  Holder of such  Security
without service  charge,  a new Security or Securities of the same series and of
like tenor,  of any  authorized  denomination  as requested  by such Holder,  in
aggregate  principal amount equal to and in exchange for the unredeemed  portion
of the principal of the Security so surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS


SECTION 1201. Applicability of Article.

         The  provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise  specified as
contemplated by Section 301 for such Securities.

         The minimum  amount of any sinking  fund  payment  provided  for by the
terms of any  Securities  is herein  referred to as a  "mandatory  sinking  fund
payment",  and any payment in excess of such minimum amount  provided for by the
terms of such  Securities  is herein  referred to as an  "optional  sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund  payment may be subject to  reduction as provided in Section  1202.
Each sinking fund payment  shall be applied to the  redemption  of Securities as
provided for by the terms of such Securities.


SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver  Outstanding  Securities of a series (other
than  any  previously  called  for  redemption)  and (2) may  apply  as a credit
Securities

                                     -108-

<PAGE>

of a series which have been  converted in  accordance  with their terms or which
have been redeemed  either at the election of the Company  pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities,  in each case in satisfaction
of all or any part of any sinking fund payment with respect to any Securities of
such series  required to be made pursuant to the terms of such Securities as and
to the extent  provided for by the terms of such  Securities;  provided that the
Securities  to  be so  credited  have  not  been  previously  so  credited.  The
Securities to be so credited  shall be received and credited for such purpose by
the Trustee at the  Redemption  Price,  as specified in the  Securities so to be
redeemed  (or at such other prices as may be specified  for such  Securities  as
contemplated  in Section 301), for redemption  through  operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


SECTION 1203. Redemption of Securities for Sinking Fund.

         Not less than 90 days (or such shorter period as shall be  satisfactory
to the Trustee) prior to each sinking fund payment date for any Securities,  the
Company  will  deliver to the Trustee an Officers'  Certificate  specifying  the
amount of the next ensuing sinking fund payment for such Securities  pursuant to
the  terms of such  Securities,  the  portion  thereof,  if any,  which is to be
satisfied  by payment of cash and the portion  thereof,  if any,  which is to be
satisfied by delivering  and crediting  Securities  pursuant to Section 1202 and
will also deliver to the Trustee any  Securities  to be so  delivered.  Not less
than 60 days prior to each such  sinking fund payment  date,  the Trustee  shall
select the  Securities to be redeemed upon such sinking fund payment date in the
manner  specified in Section 1103 and cause notice of the redemption  thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section  1104.  Such notice  having been duly given,  the  redemption of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
1106 and 1107.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301. Company's Option to Effect Defeasance or Covenant
              Defeasance.

         The Company may elect,  at its option at any time, to have Section 1302
or Section 1303 applied to any  Securities or any series of  Securities,  as the
case may be, designated  pursuant to Section 301 as being defeasible pursuant to
such  Section  1302 or 1303,  in  accordance  with any  applicable  requirements
provided  pursuant to Section 301 and upon  compliance  with the  conditions set
forth below in this  Article.  Any such  election  shall be evidenced by a Board
Resolution or in another  manner  specified as  contemplated  by Section 301 for
such Securities.

                                     -109-

<PAGE>

SECTION 1302. Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of  Securities,  as the case may be, the
Company shall be deemed to have been  discharged from its  obligations,  and the
provisions of Article  Fourteen and Article Sixteen shall cease to be effective,
with  respect to such  Securities  as provided in this  Section on and after the
date the  conditions  set forth in Section  1304(1) are  satisfied  (hereinafter
called  "Defeasance").  For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness  represented
by such  Securities and to have satisfied all its other  obligations  under such
Securities and this Indenture  insofar as such Securities are concerned (and the
Trustee,  at the  expense  of the  Company,  shall  execute  proper  instruments
acknowledging  the same),  subject to the  following  which shall  survive until
otherwise terminated or discharged hereunder:  (1) the rights of Holders of such
Securities to receive,  solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such  Securities  when payments are due, (2) the
Company's  obligations  with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to any
Securities  notwithstanding  the prior  exercise  of its option (if any) to have
Section 1303 applied to such Securities.


SECTION 1303. Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of  Securities,  as the case may be, (1)
the Company shall be released  from its  obligations  under  Section  801(3) and
Section 1004 and any covenants  provided pursuant to Section 301(18),  901(2) or
901(7) for the benefit of the Holders of such Securities,  (2) the occurrence of
any event  specified  in Sections  501(4)  (with  respect to Section  801(3) and
Section 1004 and any such covenants provided pursuant to Section 301(18), 901(2)
or  901(7))  and  501(11)  shall be  deemed  not to be or  result in an Event of
Default and (3) the  provisions  of Article  Fourteen and Article  Sixteen shall
cease to be effective,  in each case with respect to such Securities as provided
in this Section on and after the date the  conditions  set forth in Section 1304
are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to  comply  with and  shall  have no  liability  in  respect  of any  term,
condition or limitation set forth in any such  specified  Section (to the extent
so  specified  in the case of Section  501(4)) or  Article  Fourteen  or Article
Sixteen,  whether  directly or indirectly  by reason of any reference  elsewhere
herein to any such Section or Article or by reason of any  reference in any such
Section or Article to any other provision  herein or in any other document,  but
the remainder of this Indenture and such Securities shall be unaffected thereby.

                                     -110-

<PAGE>

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

         The following  shall be the  conditions to the  application  of Section
1302 or Section 1303 to any Securities or any series of Securities,  as the case
may be:

              (1) The Company shall  irrevocably  have deposited or caused to be
         deposited  with the Trustee (or another  trustee  which  satisfies  the
         requirements  contemplated by Section 609 and agrees to comply with the
         provisions  of this Article  applicable  to it) as trust funds in trust
         for the purpose of making the following payments,  specifically pledged
         as security for, and  dedicated  solely to, the benefits of the Holders
         of such  Securities,  (A) money in an  amount,  or (B) U.S.  Government
         Obligations  which  through  the  scheduled  payment of  principal  and
         interest  in  respect  thereof  in  accordance  with  their  terms will
         provide,  not later than one day  before  the due date of any  payment,
         money in an amount,  or (C) such other  obligations or  arrangements as
         may be  specified as  contemplated  by Section 301 with respect to such
         Securities,  or (D) a combination thereof, in each case 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 and  discharge,  and which shall be applied by the
         Trustee (or any such other  qualifying  trustee) to pay and  discharge,
         the principal of and any premium and interest on such Securities on the
         respective  Stated  Maturities,  in  accordance  with the terms of this
         Indenture  and  such  Securities.  As  used  herein,  "U.S.  Government
         Obligations"  means securities that are: (i) direct  obligations of the
         United  States of America  for the  payment of which its full faith and
         credit  is  pledged  or (ii)  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 any
         series of  Securities,  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.

              (2) In the event of an election to have  Section 1302 apply to any
         Securities or any series of Securities, as the case may be, the Company
         shall have delivered to the Trustee an Opinion of Counsel  stating that
         (A) the Company has received  from, or there has been published by, the
         Internal  Revenue  Service  a  ruling  or (B)  since  the  date of this
         instrument,  there has been a change in the  applicable  Federal income
         tax law,  in  either  case (A) or (B) to the  effect  that,  and  based
         thereon such opinion shall confirm that, the Holders of such Securities
         will not  recognize  gain or loss

                                     -111-

<PAGE>

         for Federal income tax purposes as a result of the deposit,  Defeasance
         and discharge to be effected with respect to such  Securities  and will
         be subject to Federal income tax on the same amount, in the same manner
         and at the same times as would be the case if such deposit,  Defeasance
         and discharge were not to occur.

              (3) In the event of an election to have  Section 1303 apply to any
         Securities or any series of Securities, as the case may be, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such Securities will not recognize gain or loss for
         Federal  income tax  purposes as a result of the  deposit and  Covenant
         Defeasance to be effected with respect to such  Securities  and will be
         subject to Federal  income tax on the same  amount,  in the same manner
         and at the same times as would be the case if such deposit and Covenant
         Defeasance were not to occur.

              (4) The Company  shall have  delivered to the Trustee an Officers'
         Certificate  to the effect that neither such  Securities  nor any other
         Securities  of the  same  series,  if  then  listed  on any  securities
         exchange, will be delisted as a result of such deposit.

              (5) No event  which is,  or after  notice or lapse of time or both
         would  become,  an Event of Default with respect to such  Securities or
         any other  Securities shall have occurred and be continuing at the time
         of such deposit or, with regard to any such event specified in Sections
         501(8) and (9), at any time on or prior to the 123rd day after the date
         of such deposit (it being  understood  that this condition shall not be
         deemed satisfied until after such 123rd day).

              (6) Such  Defeasance  or Covenant  Defeasance  shall not cause the
         Trustee to have a conflicting  interest within the meaning of the Trust
         Indenture  Act  (assuming  all  Securities  are in  default  within the
         meaning of such Act).

              (7) Such Defeasance or Covenant  Defeasance  shall not result in a
         breach or  violation  of, or  constitute  a  default  under,  any other
         agreement or  instrument to which the Company is a party or by which it
         is bound.

              (8) The Company shall have  delivered to the Trustee an opinion of
         counsel to the effect that such Defeasance or Covenant Defeasance shall
         not  result in the trust  arising  from such  deposit  constituting  an
         investment  company within the meaning of the Investment Company Act or
         such trust is  registered  under the  Investment  Company Act or exempt
         from registration thereunder.

              (9) No  event or  condition  shall  exist  that,  pursuant  to the
         provisions of Article  Fourteen,  would prevent the Company from making
         payments  of the  principal  of (and any  premium)  or  interest on the
         Securities of such series on the date of such deposit or at any time on
         or prior to the  123rd day  after  the date of such  deposit  (it being
         understood that this condition shall not be deemed satisfied until such
         123rd day shall have ended).

                                     -112-

<PAGE>

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

              (11) The  Company  has  delivered  to the  Trustee  an  Opinion of
         Counsel  substantially to the effect that (x) the trust funds deposited
         pursuant to this  Section  will not be subject to any rights of holders
         of Senior Indebtedness, including those arising under Article Fourteen,
         and (y) after the 123rd day following the deposit, the trust funds will
         not be subject to the effect of any applicable bankruptcy,  insolvency,
         reorganization  or similar laws affecting  creditors' rights generally,
         assuming  such funds do not remain  property of the Company  after such
         deposit.


SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held
              in Trust; Miscellaneous Provisions.

         Subject to the  provisions of the last  paragraph of Section 1003,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the  Trustee or other  qualifying  trustee  (solely  for  purposes  of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively  as the  "Trustee")  pursuant  to  Section  1304 in  respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such  Securities and this  Indenture,  to the payment,  either
directly or through any such Paying Agent  (including  the Company acting as its
own  Paying  Agent)  as the  Trustee  may  determine,  to the  Holders  of  such
Securities,  of all sums due and to become due  thereon in respect of  principal
and any premium and interest,  but money so held in trust need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations  (including  the  proceeds  thereof)  so held in trust  shall not be
subject to the  provisions of Article  Fourteen,  provided  that the  applicable
conditions of Section 1304 have been satisfied.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 1304 or the  principal  and interest  received in
respect

                                     -113-

<PAGE>

thereof  other than any such tax,  fee or other  charge  which by law is for the
account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary  notwithstanding,  the Trustee
shall  deliver or pay to the Company from time to time upon Company  Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally  recognized firm
of independent public accountants  expressed in a written  certification thereof
delivered to the Trustee,  are in excess of the amount  thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance,  as
the case may be, with respect to such Securities.


SECTION 1306. Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with this Article with  respect to any  Securities  by reason of any
order or judgment of any court or governmental authority enjoining,  restraining
or otherwise  prohibiting  such  application,  then the  obligations  under this
Indenture  and such  Securities  from which the Company has been  discharged  or
released  pursuant to Section  1302 or 1303 shall be revived and  reinstated  as
though no deposit had  occurred  pursuant to this  Article  with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article;  provided,  however,  that if the Company makes
any payment of  principal  of or any  premium or  interest on any such  Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES


SECTION 1401. Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance  thereof,  likewise covenants and agrees,  that, to the extent and in
the manner  hereinafter set forth in this Article  (subject to the provisions of
Article  Four  and  Article  Thirteen),  the  indebtedness  represented  by  the
Securities  and the  payment  of the  principal  of (and  premium,  if any)  and
interest on each and all of the Securities are hereby expressly made subordinate
and  subject  in right of  payment  to the prior  payment  in full of all Senior
Indebtedness of the Company.

         Notwithstanding  the  foregoing,  if a deposit  referred  to in Section
1304(1) is made  pursuant to Section  1302 or Section  1303 with  respect to any
Securities  (and provided all other  conditions set out in Section 1302 or 1303,
as applicable, shall have been satisfied with respect to such Securities), then,
when the 90th day after  such  deposit  has ended,  no money or U.S.  Government
Obligations so

                                     -114-

<PAGE>

deposited,  and no proceeds thereon, will be subject to any rights of holders of
Senior Indebtedness of the Company, including any such rights arising under this
Article Fourteen.


SECTION 1402. Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any  receivership,   liquidation,   reorganization  or  other  similar  case  or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation,  dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy,  or (c) any assignment for the benefit of creditors or
any other  marshaling of assets and liabilities of the Company,  then and in any
such event  specified in Clauses (a), (b) or (c) above (each such event, if any,
herein  sometimes   referred  to  as  a  "Proceeding")  the  holders  of  Senior
Indebtedness  of the Company shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior  Indebtedness of the
Company  (including any interest  accruing thereon after the commencement of any
such  Proceeding),  or provision  shall be made for such payment in cash or cash
equivalents  or  otherwise  in a manner  satisfactory  to the  holders of Senior
Indebtedness  of the Company,  before the Holders of the Securities are entitled
to receive  any payment or  distribution  of any kind or  character,  whether in
cash, property or securities, on account of principal of (or premium, if any) or
interest on the Securities or on account of any purchase or other acquisition of
Securities  by  the  Company  or any of its  Subsidiaries  (all  such  payments,
distributions,  purchases and acquisitions  are referred to herein  individually
and  collectively  as a  "Securities  Payment"),  and to that end the holders of
Senior Indebtedness of the Company shall be entitled to receive, for application
to the payment thereof, any Securities Payment, including any Securities Payment
which may be  payable  or  deliverable  by reason  of the  payment  of any other
indebtedness of the Company being subordinated to the payment of the Securities,
which may be payable or  deliverable  in respect of the  Securities  in any such
Proceeding.

         In the event that,  notwithstanding  the  foregoing  provisions of this
Section,  the  Trustee or the Holder of any  Security  shall have  received  any
Securities  Payment,  including any  Securities  Payment which may be payable or
deliverable  by reason of the payment of any other  indebtedness  of the Company
being  subordinated  to  the  payment  of  the  Securities,  before  all  Senior
Indebtedness of the Company is paid in full or payment  thereof  provided for in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior  Indebtedness of the Company,  and if such fact shall, at or prior to the
time of such Securities Payment,  have been made known to the Trustee or, as the
case may be, such Holder,  then and in such event such Securities  Payment shall
be paid over or  delivered  forthwith  to the trustee in  bankruptcy,  receiver,
liquidating trustee,  custodian,  assignee, agent or other Person making payment
or  distribution  of assets of the Company for application to the payment of all
Senior  Indebtedness of the Company remaining unpaid, to the extent necessary to
pay all Senior  Indebtedness of the Company in full,  after giving effect to any
concurrent payment or distribution to or for the holders of Senior  Indebtedness
of the Company.  Any

                                     -115-

<PAGE>

taxes that have been  withheld or deducted from any payment or  distribution  in
respect of the  Securities,  or any taxes that  ought to have been  withheld  or
deducted  from any such payment or  distribution  that have been remitted to the
relevant  taxing  authority,  shall not be  considered  to be an amount that the
Trustee or the Holder of any Security receives for purposes of this Section.

         For  purposes  of this  Article  only,  the words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
or other entity provided for by a plan of reorganization  or readjustment  which
are  subordinated in right of payment to all Senior  Indebtedness of the Company
which may at the time be outstanding to substantially  the same extent as, or to
a greater extent than, the  Securities are so  subordinated  as provided in this
Article;  provided that (i) this does not cause the  Securities to be treated in
any  such  Proceeding  as  part  of the  same  class  of  claims  as the  Senior
Indebtedness  of the Company or any class of claims  pari passu with,  or senior
to, the Senior Indebtedness of the Company for any payment or distribution, (ii)
if a new corporation  results from such  reorganization  or  readjustment,  such
corporation  assumes the Senior Indebtedness of the Company and (iii) the rights
of the holders of the Senior  Indebtedness  of the Company are not,  without the
consent of such holders, altered by such reorganization or readjustment.

         The  consolidation  of the Company  with,  or the merger of the Company
into, or the conveyance,  transfer or lease by the Company of its properties and
assets  substantially  as an  entirety  to,  another  Person  upon the terms and
conditions set forth in Article Eight,  or the liquidation or dissolution of the
Company  following  any such  conveyance  or  transfer,  shall  not be  deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of  creditors or  marshaling  of assets and  liabilities  of the Company for the
purposes  of this  Section if the Person  formed by such  consolidation  or into
which the Company is merged or the Person which acquires by conveyance, transfer
or lease of such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation,  merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

SECTION 1403. No Payment When Senior Indebtedness in Default.

         Subject to the last  paragraph of this  Section,  in the event that any
Senior Payment Default (as defined below) shall have occurred and be continuing,
then no Securities  Payment  shall be made unless and until such Senior  Payment
Default  shall have been  cured or waived or shall  have  ceased to exist or all
amounts  then due and payable in respect of Senior  Indebtedness  of the Company
shall have been paid in full, or provision shall have been made for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior  Indebtedness  of the  Company.  "Senior  Payment  Default"  means any
default in the payment of principal  of (or premium,  if any) or interest on, or
of any other payment  obligation  of the type  referred to in the  definition of
Senior  Indebtedness  in respect of any Senior  Indebtedness of the Company when
due,  whether at the stated  maturity of any such payment or by  declaration  of
acceleration, call for redemption or otherwise.

                                     -116-

<PAGE>

         In the event that any Senior  Nonmonetary  Default (as  defined  below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the  Trustee of  written  notice of such  Senior  Nonmonetary  Default  from the
trustee  or  other   representatives   of  holders  of  the  Designated   Senior
Indebtedness  or the holders of at least a majority in principal  amount of such
Designated Senor  Indebtedness then outstanding,  no Securities Payment shall be
made during the period (the "Payment Blockage Period") commencing on the date of
such receipt of such written notice and ending on the earlier of (i) the date on
which such  Designated  Senior  Indebtedness to which such default relates shall
have been  discharged  or such default  shall have been cured or waived or shall
have ceased to exist,  (ii) the 179th day after the date of such receipt of such
written notice,  or (iii) the date on which such blockage period shall have been
terminated  by written  notice to the Company or the Trustee from such  trustee,
other  representative  or holders of Designated Senior  Indebtedness  initiating
such blockage period.  No more than one Payment Blockage Period may be commenced
with respect to the  Securities  during any 360-day  period and there shall be a
period of at least 181  consecutive  days in each 360-day period when no Payment
Blockage  Period is in effect.  For all  purposes of this  paragraph,  no Senior
Nonmonetary  Default that existed or was continuing on the date of  commencement
of any  Payment  Blockage  Period  shall  be,  or be  made,  the  basis  for the
commencement  of a subsequent  Payment  Blockage  Period by the trustee or other
representative  of or  majority  holders of Senior  Indebtedness  of the Company
unless such Senior Nonmonetary Default shall have been cured for a period of not
less than 90 consecutive days. "Senior Nonmonetary Default" means the occurrence
or  existence  and  continuance  of any event of default  under the terms of any
instrument  pursuant to which any Designated Senior  Indebtedness of the Company
is  outstanding,  permitting one or more holders of such Senior  Indebtedness of
the Company (or a trustee or agent on behalf of the holders  thereof) to declare
such Designated Senior  Indebtedness of the Company due and payable prior to the
date on which it would  otherwise  become due and  payable,  other than a Senior
Payment Default.

         In the event that,  notwithstanding  the  foregoing,  the Company shall
make any  Securities  Payment to the  Trustee or any  Holder  prohibited  by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Securities Payment,  have been made known to the Trustee or, as the
case may be, such Holder,  then and in such event such Securities  Payment shall
be paid over and delivered forthwith to the Company.

         The  provisions  of this  Section  shall  not  apply to any  Securities
Payment with respect to which Section 1402 would be applicable.


SECTION 1404. Payment Permitted if No Default.

         Nothing  contained in this Article or elsewhere in this Indenture or in
any of the Securities  shall prevent (a) the Company,  at any time except during
the  pendency  of any  Proceeding  referred  to in  Section  1402 or  under  the
conditions  described in Section 1403, from making any Securities  Payments,  or
(b) the  application by the Trustee of any money  deposited with it hereunder to
Securities Payments or the retention of Securities Payments by the Holders,  if,
at the time of

                                     -117-

<PAGE>

such application by the Trustee,  it did not have knowledge that such Securities
Payment would have been prohibited by the provisions of this Article.


SECTION 1405. Subrogation to Rights of Holders of Senior Indebtedness of the
              Company.

         Subject  to the  payment  in full  of all  Senior  Indebtedness  of the
Company  or the  provision  for  such  payment  in cash or cash  equivalents  or
otherwise in a manner  satisfactory to the holders of Senior Indebtedness of the
Company,  the Holders of the Securities shall be subrogated to the extent of the
payments or distributions made to the holders of such Senior Indebtedness of the
Company pursuant to the provisions of this Article (equally and ratably with the
holders  of   indebtedness  of  the  Company  which  by  its  express  terms  is
subordinated to indebtedness of the Company to substantially  the same extent as
the Securities are subordinated to the Senior Indebtedness of the Company and is
entitled  to like  rights of  subrogation)  to the rights of the holders of such
Senior  Indebtedness  of the Company to receive  payments and  distributions  of
cash,  property and  securities  applicable  to the Senior  Indebtedness  of the
Company  until  the  principal  of (and  premium,  if any) and  interest  on the
Securities shall be paid in full. For purposes of such subrogation,  no payments
or distributions to the holders of the Senior Indebtedness of the Company of any
cash,  property  or  securities  to which the Holders of the  Securities  or the
Trustee would be entitled  except for the  provisions  of this  Article,  and no
payments  over  pursuant  to the  provisions  of this  Article to the holders of
Senior  Indebtedness of the Company by Holders of the Securities or the Trustee,
shall,  as among  the  Company,  its  creditors  other  than  holders  of Senior
Indebtedness of the Company and the Holders of the Securities, be deemed to be a
payment  or  distribution  by  the  Company  to  or on  account  of  the  Senior
Indebtedness of the Company.


SECTION 1406. Provisions Solely to Define Relative Rights.

         The  provisions  of this  Article are and are  intended  solely for the
purpose of defining the relative  rights of the Holders of the Securities on the
one hand and the  holders  of Senior  Indebtedness  of the  Company on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in the
Securities  is  intended  to or shall  (a)  impair,  as among the  Company,  its
creditors  other than  holders of Senior  Indebtedness  of the  Company  and the
Holders of the Securities,  the obligation of the Company, which is absolute and
unconditional  (and  which,  subject  to the rights  under  this  Article of the
holders of Senior  Indebtedness of the Company, is intended to rank equally with
all other  general  obligations  of the  Company),  to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall  become  due and  payable  in  accordance  with their
terms;  or (b) affect the relative  rights against the Company of the Holders of
the  Securities  and  creditors of the Company  other than the holders of Senior
Indebtedness  of the  Company;  or (c)  prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture,  subject to the rights, if any, under this Article
of the holders of Senior  Indebtedness of the Company to receive cash,

                                     -118-

<PAGE>

property and securities  otherwise payable or deliverable to the Trustee or such
Holder.


SECTION 1407. Trustee to Effectuate Subordination.

         Each  Holder of a Security by his  acceptance  thereof  authorizes  and
directs  the Trustee on his behalf to take such  action as may be  necessary  or
appropriate  to  effectuate  the  subordination  provided  in this  Article  and
appoints the Trustee his attorney-in-fact for any and all such purposes.


SECTION 1408. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior  Indebtedness of
the Company to enforce subordination as herein provided shall at any time in any
way be  prejudiced  or  impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith,  by any such holder,  or
by any non-compliance by the Company with the terms, provisions and covenants of
this Indenture,  regardless of any knowledge thereof any such holder may have or
be otherwise charged with.

         Without in any way limiting the generality of the foregoing  paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from time
to time,  without  the consent of or notice to the Trustee or the Holders of the
Securities,  without  Incurring  responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the  obligations  hereunder of the Holders of the  Securities  to the holders of
Senior  Indebtedness  of the Company,  do any one or more of the following:  (i)
change the  manner,  place or terms of payment or extend the time of payment of,
or renew or alter,  Senior  Indebtedness  of the Company or  otherwise  amend or
supplement in any manner Senior  Indebtedness  of the Company or any  instrument
evidencing  the same or any  agreement  under which Senior  Indebtedness  of the
Company is outstanding;  (ii) sell, exchange, release or otherwise deal with any
property  pledged,  mortgaged or otherwise  securing Senior  Indebtedness of the
Company;  (iii)  release any Person  liable in any manner for the  collection of
Senior Indebtedness of the Company; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.


SECTION 1409. Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the  Securities.  Notwithstanding  the  provisions of this
Article or any other  provision  of this  Indenture,  the  Trustee  shall not be
charged with  knowledge of the  existence of any facts which would  prohibit the
making of any payment to or by the Trustee in respect of the Securities,  unless
and until the  Trustee  shall have  received  written  notice  thereof  from the
Company or a holder of Senior  Indebtedness  of the  Company or from any trustee
therefor;  and,  prior to the

                                     -119-

<PAGE>

receipt of any such written  notice,  the Trustee,  subject to the provisions of
Section  601,  shall be  entitled  in all  respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section at least three Business Days prior to the date upon
which  by the  terms  hereof  any  money  may  become  payable  for any  purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or  interest on any  Security),  then,  anything  herein  contained  to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive such money and to apply the same to the purpose for which such money was
received  and shall not be affected by any notice to the  contrary  which may be
received by it within three Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the  delivery  to it of a  written  notice  by a Person  representing
himself  to be a holder  of Senior  Indebtedness  of the  Company  (or a trustee
therefor)  to  establish  that such  notice has been given by a holder of Senior
Indebtedness  of the  Company  (or a trustee  therefor).  In the event  that the
Trustee  determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior  Indebtedness of the Company to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish  evidence to the reasonable  satisfaction  of
the Trustee as to the amount of Senior  Indebtedness of the Company held by such
Person,  the extent to which such  Person is  entitled  to  participate  in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
Person under this Article,  and if such evidence is not  furnished,  the Trustee
may defer any payment to such Person pending  judicial  determination  as to the
right of such Person to receive such payment.


SECTION 1410. Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution  of assets of the Company  referred to
in this Article, the Trustee,  subject to the provisions of Section 601, and the
Holders of the  Securities  shall be  entitled  to rely upon any order or decree
entered  by any  court  of  competent  jurisdiction  in which  such  insolvency,
bankruptcy, receivership, liquidation,  reorganization,  dissolution, winding up
or similar case or  proceeding is pending,  or a  certificate  of the trustee in
bankruptcy,  receiver,  liquidating trustee, custodian, assignee for the benefit
of  creditors,  agent or other  Person  making  such  payment  or  distribution,
delivered  to the  Trustee or to the Holders of  Securities,  for the purpose of
ascertaining   the  Persons   entitled  to   participate   in  such  payment  or
distribution,  the  holders  of Senior  Indebtedness  of the  Company  and other
indebtedness of the Company,  the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article.


SECTION 1411. Trustee Not Fiduciary for Holders of Senior Indebtedness of the
              Company.

         The  Trustee  shall  not be  deemed  to owe any  fiduciary  duty to the
holders of Senior  Indebtedness  of the  Company  and shall not be liable to any
such

                                     -120-

<PAGE>

holders or creditors if it shall in good faith pay over or distribute to Holders
of  Securities  or to the  Company  or to any other  Person  cash,  property  or
securities to which any holders of Senior  Indebtedness  of the Company shall be
entitled by virtue of this Article or otherwise.


SECTION 1412. Rights of Trustee as Holder of Senior Indebtedness of the
              Company; Preservation of Trustee's Rights.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article with respect to any Senior  Indebtedness of the
Company  which  may at any time be held by it,  to the same  extent as any other
holder of Senior Indebtedness of the Company and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         Nothing in this  Article  shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.


SECTION 1413. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee  shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  shall  in such  case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this  Article  in  addition  to or in place of the  Trustee;  provided,
however,  that Section  1412 shall not apply to the Company or any  Affiliate of
the Company if it or such Affiliate acts as Paying Agent.


SECTION 1414. Defeasance of this Article Fourteen.

         The  subordination of the Securities  provided by this Article Fourteen
is  expressly  made  subject  to  the  provisions  for  defeasance  or  covenant
defeasance  in Article  Thirteen  hereof and,  anything  herein to the  contrary
notwithstanding,  upon the  effectiveness  of any such  defeasance  or  covenant
defeasance,  the  Securities  then  outstanding  shall  thereupon  cease  to  be
subordinated pursuant to this Article Fourteen.


                                 ARTICLE FIFTEEN

                              SUBSIDIARY GUARANTEE


SECTION 1501. Subsidiary Guarantee.

         Each  of  the  Subsidiary   Guarantors  hereby  jointly  and  severally
unconditionally  Guarantees to each Holder of a Security of a series as to which
it

                                     -121-

<PAGE>

is a Subsidiary Guarantor authenticated and delivered by the Trustee, and to the
Trustee on behalf of such Holder,  the due and punctual payment of the principal
of (and  premium,  if any) and  interest on such  Security  when and as the same
shall become due and payable,  whether at the Stated Maturity,  by acceleration,
call for redemption, purchase or otherwise, in accordance with the terms of such
Security and of this Indenture. In case of the failure of the Company punctually
to make any such  payment,  all of the Subsidiary  Guarantors hereby jointly and
severally  agree to  cause such  payment to be made  punctually  when and as the
same  shall  become  due and  payable,  whether  at the  Stated  Maturity  or by
acceleration, call for redemption, purchase or otherwise, and as if such payment
were made by the Company.

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

         Each of the Subsidiary  Guarantors  hereby jointly and severally agrees
that its  obligations  hereunder  shall be  unconditional,  irrespective  of the
validity,  regularity or enforceability of such Security or this Indenture,  the
absence  of  any  action  to  enforce  the  same,   any  exchange,   release  or
non-perfection of any Lien on any collateral for, or any release or amendment or
waiver of any term of any other  Guarantee of, or any consent to departure  from
any  requirement  of any other  Guarantee of all or any of the  Securities,  the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of Title 11 of the United States Code (the "Bankruptcy Code") of the application
of Section  1111(b)(2)  of the  Bankruptcy  Code,  any  borrowing  or grant of a
security interest by the Company, as debtor-in-possession,  under Section 364 of
the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code,
of all or any  portion of the claims of the  Trustee or any of the  Holders  for
payment  of any of the  Securities,  any waiver or consent by the Holder of such
Security or by the Trustee  with  respect to any  provisions  thereof or of this
Indenture,  the  obtaining of any judgment  against the Company or any action to
enforce the same or any other circumstances  which might otherwise  constitute a
legal or equitable  discharge or defense of a guarantor.  Each of the Subsidiary
Guarantors  hereby  waives the benefits of  diligence,  presentment,  demand for
payment, any requirement that the Trustee or any of the Holders protect, secure,
perfect or insure any security interest in or other Lien on any property subject
thereto or exhaust any right or take any action against the Company or any other
Person  or any  collateral,  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 or notice with  respect to such  Security or the
Indebtedness  evidenced thereby and all demands  whatsoever,  and covenants that
this  Subsidiary  Guarantee  will not be  discharged in respect of such Security
except by complete performance of the obligations contained in such Security and
in this Subsidiary  Guarantee.  Each of the Subsidiary  Guarantors hereby agrees
that, in the event of a default in payment of principal (or premium,  if any) or
interest on such Security,  whether at their Stated  Maturity,  by acceleration,
call for redemption,  purchase or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, the Holder of such Security,  subject to the
terms and conditions set forth in this Indenture,  directly  against each of the
Subsidiary  Guarantors  to  enforce  this  Subsidiary  Guarantee  without  first
proceeding against the Company.  Each Subsidiary Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to
the  Securities  of the  series as to which it is a  Subsidiary  Guarantor,  the
Trustee or any of the Holders are  prevented by applicable  law from  exercising
their respective rights to accelerate the maturity

                                      -122-

<PAGE>

of the Securities of such series,  to collect interest on the Securities of such
series,  or to enforce or exercise any other right or remedy with respect to the
Securities  of such  series,  or the Trustee or the Holders are  prevented  from
taking any action to realize on any collateral, such Subsidiary Guarantor agrees
to pay to the Trustee for the account of the Holders, upon demand therefor,  the
amount  that  would  otherwise  have been due and  payable  had such  rights and
remedies been permitted to be exercised by the Trustee or any of the Holders.

         The indebtedness evidenced by each Subsidiary Guarantee of a Subsidiary
Guarantor is, to the extent provided in this Indenture,  subordinate and subject
in right of payment to the prior payment in full of all Senior  Indebtedness  of
such Subsidiary  Guarantor,  and the Subsidiary Guarantees are issued subject to
the  provisions  of this  Indenture  with respect  thereto.  Each Holder of such
Security,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such
provisions,  (b)  authorizes  and directs the Trustee on his behalf to take such
action as may be necessary or  appropriate to effectuate  the  subordination  so
provided and (c) appoints the Trustee his  attorney-in-fact for any and all such
purposes.

         Each  Subsidiary  Guarantor  shall be  subrogated  to all rights of the
Holders  of the  Securities  upon which its  Subsidiary  Guarantee  is  endorsed
against the Company in respect of any amounts paid by such Subsidiary  Guarantor
on  account  of such  Security  pursuant  to the  provisions  of its  Subsidiary
Guarantee or this Indenture;  provided,  however,  that no Subsidiary  Guarantor
shall be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest  on  all  Securities  issued  hereunder  as to  which  such  Subsidiary
Guarantor is a Subsidiary Guarantor shall have been paid in full.

         Each  Subsidiary  Guarantee  shall  remain in full force and effect and
continue to be effective  should any petition be filed by or against the Company
for liquidation or  reorganization,  should the Company become insolvent or make
an  assignment  for the benefit of  creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law,  continue to be effective or be reinstated,
as the case may be, if at any time payment and  performance  of the  Securities,
is,  pursuant  to  applicable  law,  rescinded  or reduced  in  amount,  or must
otherwise be restored or returned by any obligee on the Securities, whether as a
"voidable preference,"  "fraudulent transfer," or otherwise,  all as though such
payment or performance had not been made. In the event that any payment,  or any
part thereof, is rescinded, reduced, restored or returned, the Securities shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

         The  Subsidiary  Guarantors  shall have the right to seek  contribution
from any non-paying  Subsidiary  Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

                                     -123-

<PAGE>

SECTION 1502. Execution and Delivery of Subsidiary Guarantees.

         The  Subsidiary  Guarantees  to be  endorsed on the  Securities  of any
series shall include the terms of the Subsidiary  Guarantee set forth in Section
1501 and any other terms that may be set forth in the form established  pursuant
to Section 205. Each of the Subsidiary  Guarantors  hereby agrees to execute its
Subsidiary  Guarantee,  in a form  established  pursuant  to Section  205, to be
endorsed on each Security as to which it is a Subsidiary Guarantor authenticated
and delivered by the Trustee.

         The Subsidiary Guarantee shall be executed on behalf of each respective
Subsidiary  Guarantor by any one of such Subsidiary  Guarantor's Chairman of the
Board,  Vice Chairman of the Board,  President,  Vice Presidents or other person
duly authorized by the Board of Directors of such Subsidiary Guarantor, attested
by its  Secretary or Assistant  Secretary.  The signature of any or all of these
persons on the Subsidiary Guarantee may be manual or facsimile.

         A Subsidiary  Guarantee  bearing the manual or  facsimile  signature of
individuals who were at any time the proper  officers of a Subsidiary  Guarantor
shall bind such Subsidiary  Guarantor,  notwithstanding that such individuals or
any of them have ceased to hold such  offices  prior to the  authentication  and
delivery of the Security on which such  Subsidiary  Guarantee is endorsed or did
not hold such offices at the date of such Subsidiary Guarantee.

         The delivery of any Security by the Trustee,  after the  authentication
thereof  hereunder,  shall  constitute due delivery of the Subsidiary  Guarantee
endorsed thereon on behalf of the Subsidiary Guarantors.  Each of the Subsidiary
Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set
forth in Section 1501 shall remain in full force and effect  notwithstanding any
failure to endorse a Subsidiary Guarantee on any Security.


SECTION 1503. Subsidiary Guarantors May Consolidate, Etc., on Certain Terms.

         Except as set forth in Section 1504 and in Article  Eight and the terms
of  the  Securities,  nothing  contained  in  this  Indenture  or in  any of the
Securities shall prevent any  consolidation or merger of a Subsidiary  Guarantor
with or into  the  Company  or a  Subsidiary  Guarantor  or  shall  prevent  any
conveyance,  transfer  or lease  of the  property  and  assets  of a  Subsidiary
Guarantor substantially as an entirety to the Company or a Subsidiary Guarantor.


SECTION 1504. Release of Subsidiary Guarantors.

         (a)  Concurrently  with any sale,  exchange  or  transfer to any Person
other  than  to the  Company  or one of its  Restricted  Subsidiaries  of all or
substantially all of the assets of a Subsidiary Guarantor or of Capital Stock of
such  Subsidiary  Guarantor  after  which it is no  longer a  Subsidiary  of the
Company or the  designation  of such  Subsidiary  Guarantor  as an  Unrestricted
Subsidiary,  in each case as permitted by this  Indenture,  and upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such sale,  exchange or transfer was made in accordance  with
the requirements of this Indenture,

                                     -124-

<PAGE>

the  Trustee  shall  execute  any  documents  reasonably  required  in  order to
acknowledge the release of such Subsidiary  Guarantor from its obligations under
its  Subsidiary  Guarantee  endorsed on the  Securities  and under this  Article
Fifteen.  Any Subsidiary  Guarantor not released from its obligations  under its
Subsidiary  Guarantee  endorsed on the Securities and under this Article Fifteen
shall remain  liable for the full amount of  principal of (premium,  if any) and
interest on the Securities of a series as to which it is a Subsidiary  Guarantor
and for the other  obligations  of a Subsidiary  Guarantor  under its Subsidiary
Guarantee endorsed on such Securities and under this Article Fifteen.

         (b)  Concurrently  with the defeasance of the Securities  under Section
1302 hereof or the covenant  defeasance  of the  Securities  under  Section 1303
hereof,  the  Subsidiary   Guarantors  shall  be  released  from  all  of  their
obligations  under their  Subsidiary  Guarantees  endorsed on the Securities and
under this Article Fifteen, without any action on the part of the Trustee or any
Holder of Securities.

         (c)  Upon the sale or  disposition  (by  merger  or  otherwise)  of any
Subsidiary Guarantor by the Company or any Restricted  Subsidiary of the Company
constituting  an asset sale  permitted  under the terms of the Securities of any
series to a Person  other than the  Company  or a  Subsidiary  Guarantor  of the
Company and which is otherwise in  compliance  with the terms of this  Indenture
and the terms of the Securities of such series, such Subsidiary  Guarantor shall
automatically be released from all obligations  under its Subsidiary  Guarantees
endorsed  on the  Securities  of such  series  and under this  Article  Fifteen,
provided that all obligations of such  Subsidiary  Guarantor with respect to any
Indebtedness  of  the  Company  or any  Subsidiary  of the  Company  shall  also
terminate upon such transaction.


SECTION 1505. Additional Subsidiary Guarantors.

         (a)  The  Company  may  cause  any  of its  Subsidiaries  to  become  a
Subsidiary  Guarantor with respect to the Securities by executing and delivering
to the Trustee (a) a supplemental  indenture, in form and substance satisfactory
to the Trustee,  which  subjects such Person to the  provisions  (including  the
representations and warranties) of this Indenture as a Subsidiary  Guarantor and
(b) an Opinion of Counsel to the effect  that such  supplemental  indenture  has
been duly  authorized  and  executed by such Person and  constitutes  the legal,
valid,  binding  and  enforceable  obligation  of such  Person  (subject to such
customary  exceptions  concerning  creditors' rights and equitable principles as
may be acceptable to the Trustee in its discretion).

         (b) The  Company  will  cause any  Subsidiary  of the  Company  that is
required  under the terms of the Securities of any series to become a Subsidiary
Guarantor to execute a supplemental  indenture pursuant to which it shall become
a Subsidiary Guarantor.


                                 ARTICLE SIXTEEN

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

                                     -125-

<PAGE>

SECTION 1601. Subsidiary Guarantees Subordinate to Senior Indebtedness of
              Subsidiary Guarantors.

         Each Subsidiary  Guarantor  covenants and agrees,  and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner  hereinafter set forth in this Article  (subject to the
provisions of Article Four and Article  Thirteen),  the payment of the principal
of (and  premium,  if any) and  interest  on the  Subsidiary  Guarantee  of each
Subsidiary  Guarantor in respect of the  Securities  are hereby  expressly  made
subordinate  and subject in right of payment to the prior payment in full of all
Senior Indebtedness of such Subsidiary Guarantor.


SECTION 1602. Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any  receivership,   liquidation,   reorganization  or  other  similar  case  or
proceeding in connection therewith, relative to a Subsidiary Guarantor or to its
creditors,  as such, or to its assets,  or (b) any  liquidation,  dissolution or
other winding up of a Subsidiary Guarantor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of  creditors or any other  marshaling  of assets and  liabilities  of a
Subsidiary  Guarantor,  then and in any such event  specified in (a), (b) or (c)
above (each such event,  if any, herein  sometimes  referred to as a "Subsidiary
Guarantor  Proceeding")  the holders of Senior  Indebtedness  of such Subsidiary
Guarantor  shall be entitled to receive payment in full of all amounts due or to
become  due on or in  respect  of all  Senior  Indebtedness  of such  Subsidiary
Guarantor,  or  provision  shall  be  made  for  such  payment  in  cash or cash
equivalents  or  otherwise  in a manner  satisfactory  to the  holders of Senior
Indebtedness of such Subsidiary  Guarantor  before the Holders of the Securities
of any  series as to which  such  Subsidiary  Guarantor  has given a  Subsidiary
Guarantee  are  entitled to receive any payment or  distribution  of any kind or
character,  whether  in  cash,  property  or  securities,  on  account  of  such
Subsidiary  Guarantee  of such  Subsidiary  Guarantor  (all  such  payments  and
distributions   herein  referred  to,   individually  and  collectively,   as  a
"Subsidiary  Guarantor  Payment"),  and  to  that  end  the  holders  of  Senior
Indebtedness  of such  Subsidiary  Guarantor  shall be entitled to receive,  for
application to the payment thereof, any Subsidiary Guarantor Payment,  including
any Subsidiary  Guarantor  Payment which may be payable or deliverable by reason
of the payment of any other  indebtedness  of such  Subsidiary  Guarantor  being
subordinated  to the  payments  under the  Subsidiary  Guarantees,  which may be
payable  or  deliverable  in respect of such  Subsidiary  Guarantee  in any such
Subsidiary Guarantor Proceeding.

         In the event that,  notwithstanding  the  foregoing  provisions of this
Section,  the  Trustee or the Holder of any  Security  shall have  received  any
Subsidiary  Guarantor Payment before all Senior  Indebtedness of such Subsidiary
Guarantor  is  paid  in full or  payment  thereof  provided  for in cash or cash
equivalents  or  otherwise  in a manner  satisfactory  to the  holders of Senior
Indebtedness of such Subsidiary  Guarantor,  and if such fact shall, at or prior
to the time of such Subsidiary  Guarantor  Payment,  have been made known to the
Trustee  or,  as the

                                     -126-

<PAGE>

case may be,  such  Holder,  then and in such  event such  Subsidiary  Guarantor
Payment shall be paid over or delivered  forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution  of assets of such Subsidiary  Guarantor for application
to the payment of all Senior Indebtedness of such Subsidiary Guarantor remaining
unpaid,  to the  extent  necessary  to  pay  all  Senior  Indebtedness  of  such
Subsidiary  Guarantor in full, after giving effect to any concurrent  payment or
distribution  to or for the holders of Senior  Indebtedness  of such  Subsidiary
Guarantor.

         For purposes of this Article  only,  the words  "cash",  "property"  or
"securities"  shall not be deemed to include  shares of stock of the  Subsidiary
Guarantor  as  reorganized  or  readjusted,  or  securities  of  the  Subsidiary
Guarantor or any other  corporation  or other  entity  provided for by a plan of
reorganization or readjustment which are subordinated in right of payment to all
Senior  Indebtedness  of the  Subsidiary  Guarantor  which  may at the  time  be
outstanding  to  substantially  the same extent as, or to a greater extent than,
the  Subsidiary  Guarantees  are so  subordinated  as provided in this  Article;
provided that (i) this does not cause the Subsidiary Guarantees to be treated in
any such Subsidiary  Guarantor Proceeding as part of the same class of claims as
the  Senior  Indebtedness  of the of the  Subsidiary  Guarantor  or any class of
claims pari passu with, or senior to, the Senior  Indebtedness of the Subsidiary
Guarantor for any payment or  distribution,  (ii) if a new  corporation  results
from such  reorganization or readjustment,  such corporation  assumes the Senior
Indebtedness of the Subsidiary  Guarantor and (iii) the rights of the holders of
the Senior Indebtedness of the Subsidiary Guarantor are not, without the consent
of such holders, altered by such reorganization or readjustment.

         The  consolidation  of a Subsidiary  Guarantor with, or the merger of a
Subsidiary Guarantor into, another Person or the liquidation or dissolution of a
Subsidiary  Guarantor  following  the  conveyance,  transfer  or  lease  of  its
properties  and assets  substantially  as an entirety to another Person upon the
terms and conditions set forth in Article Eight shall not be deemed a Subsidiary
Guarantor  Proceeding  for the purposes of this Section if the Person  formed by
such  consolidation  or into which such  Subsidiary  Guarantor  is merged or the
Person  which  acquires by  conveyance,  transfer or lease such  properties  and
assets  substantially  as an entirety,  as the case may be, shall,  as a part of
such  consolidation,  merger,  conveyance,  transfer  or lease,  comply with the
conditions set forth in Article Eight.


SECTION 1603. No Payment When Senior Indebtedness of a Subsidiary
              Guarantor in Default.

         In the event that any Subsidiary  Guarantor  Senior Payment Default (as
defined below) with respect to a Subsidiary Guarantor shall have occurred and be
continuing,  then no Subsidiary  Guarantor Payment by such Subsidiary  Guarantor
shall be made unless and until such Subsidiary  Guarantor Senior Payment Default
shall  have been cured or waived or shall  have  ceased to exist or all  amounts
then due and  payable  in  respect  of Senior  Indebtedness  of such  Subsidiary
Guarantor  shall have been paid in full,  or provision  shall have been made for
such payment in cash or cash  equivalents or otherwise in a manner  satisfactory
to the holders of

                                     -127-

<PAGE>

Senior Indebtedness of such Subsidiary  Guarantor.  "Subsidiary Guarantor Senior
Payment  Default"  means any default in the payment of principal of (or premium,
if any) or interest on, or of any other payment  obligation of the type referred
to  in  the  definition  of  Senior   Indebtedness  in  respect  of  any  Senior
Indebtedness  of such  Subsidiary  Guarantor  when due,  whether  at the  stated
maturity  of any  such  payment  or by  declaration  of  acceleration,  call for
redemption or otherwise.

         In the event that any Subsidiary  Guarantor Senior Nonmonetary  Default
(as defined  below) with respect to a Subsidiary  Guarantor  shall have occurred
and be continuing,  then, upon the receipt by such Subsidiary  Guarantor and the
Trustee  of  written  notice of such  Subsidiary  Guarantor  Senior  Nonmonetary
Default from the trustee or other  representatives  of holders of the Designated
Senior Indebtedness or the holders of at least a majority in principal amount of
such Designated Senior  Indebtedness then outstanding,  no Subsidiary  Guarantor
Payment by such  Subsidiary  Guarantor  shall be made  during  the  period  (the
"Subsidiary  Guarantee Payment Blockage Period")  commencing on the date of such
receipt of such  written  notice  and  ending on the  earlier of (i) the date on
which such  Designated  Senior  Indebtedness to which such default relates shall
have been  discharged  or such default  shall have been cured or waived or shall
have ceased to exist,  (ii) the 179th day after the date of such receipt of such
written notice,  or (iii) the date on which such blockage period shall have been
terminated by written  notice to such  Subsidiary  Guarantor or the Trustee from
such trustee,  other representative or holders of Designated Senior Indebtedness
initiating such blockage period.  No more than one Subsidiary  Guarantee Payment
Blockage Period may be commenced with respect to a Subsidiary  Guarantee  during
any 360-day period and there shall be a period of at least 181 consecutive  days
in each 360-day period when no Subsidiary Guarantee Payment Blockage Period with
respect to such  Subsidiary  Guarantor  is in effect.  For all  purposes of this
paragraph,  no Subsidiary  Guarantor Senior Nonmonetary  Default that existed or
was continuing on the date of commencement of any Subsidiary  Guarantee  Payment
Blockage  Period  shall be, or be made,  the  basis  for the  commencement  of a
subsequent  Subsidiary Guarantee Payment Blockage Period by the trustee or other
representative  of or majority holders of Senior  Indebtedness of the Subsidiary
Guarantor unless such Subsidiary Guarantor Senior Nonmonetary Default shall have
been  cured  for a period  of not less  than 90  consecutive  days.  "Subsidiary
Guarantor  Senior  Nonmonetary  Default"  means the  occurrence or existence and
continuance  of any event of default,  or of any event  which,  after  notice or
lapse of time (or both),  would  become an event of default,  under the terms of
any instrument  pursuant to which any  Designated  Senior  Indebtedness  of such
Subsidiary  Guarantor is outstanding,  permitting (after notice or lapse of time
or both) one or more  holders of such  Designated  Senior  Indebtedness  of such
Subsidiary Guarantor (or a trustee or agent on behalf of the holders thereof) to
declare such Senior  Indebtedness of such  Subsidiary  Guarantor due and payable
prior to the date on which it would otherwise become due and payable, other than
a Subsidiary Guarantor Senior Payment Default.

         In  the  event  that,   notwithstanding  the  foregoing,  a  Subsidiary
Guarantor  shall make any  Subsidiary  Guarantor  Payment to the  Trustee or any
Holder prohibited by the foregoing  provisions of this Section, and if such fact
shall, at or prior to the time of such Subsidiary  Guarantor Payment,  have been
made

                                     -128-

<PAGE>

known to the Trustee or, as the case may be, such Holder, then and in such event
such Subsidiary  Guarantor Payment shall be paid over and delivered forthwith to
such Subsidiary Guarantor.

         The  provisions  of this  Section  shall  not  apply to any  Subsidiary
Guarantor Payment with respect to which Section 1602 would be applicable.


SECTION 1604. Payment Permitted If No Default.

         Nothing  contained in this Article or elsewhere in this Indenture or in
any of the Subsidiary  Guarantees shall prevent (a) any Subsidiary  Guarantor at
any time except  during the  pendency  of any  Subsidiary  Guarantor  Proceeding
referred to in Section 1602 or under the  conditions  described in Section 1603,
from making Subsidiary Guarantor Payments, or (b) the application by the Trustee
of any money deposited with it hereunder to Subsidiary Guarantor Payments or the
retention of such Subsidiary  Guarantor Payments by the Holders, if, at the time
of  such  application  by the  Trustee,  it did not  have  knowledge  that  such
Subsidiary  Guarantor  Payment would have been  prohibited by the  provisions of
this Article.


SECTION 1605. Subrogation to Rights of Holders of Senior Indebtedness of a
              Subsidiary Guarantor.

         Subject to the  payment in full of all  amounts due or to become due on
or in respect of Senior Indebtedness of a Subsidiary Guarantor, or the provision
for  such  payment  in  cash  or  cash  equivalents  or  otherwise  in a  manner
satisfactory to the holders of Senior  Indebtedness  of a Subsidiary  Guarantor,
the Holders of the  Securities  shall be subrogated to the rights of the holders
of such Senior  Indebtedness of a Subsidiary  Guarantor to receive  payments and
distributions  of  cash,  property  and  securities  applicable  to  the  Senior
Indebtedness of such  Subsidiary  Guarantor until the principal of (and premium,
if any)  and  interest  on the  Securities  of all  series  as to  which it is a
Subsidiary Guarantor shall be paid in full. For purposes of such subrogation, no
payments  or  distributions  to the holders of the Senior  Indebtedness  of such
Subsidiary Guarantor of any cash, property or securities to which the Holders of
the  Securities  or the Trustee would be entitled  except for the  provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior  Indebtedness of such  Subsidiary  Guarantor by Holders of
the Securities or the Trustee, shall, as among the Subsidiary Guarantors,  their
creditors other than holders of Senior Indebtedness of the Subsidiary Guarantors
and the Holders of the Securities,  be deemed to be a payment or distribution by
the  Company  to or on account of the  Senior  Indebtedness  of such  Subsidiary
Guarantor.


SECTION 1606. Provisions Solely to Define Relative Rights.

         The  provisions  of this  Article are and are  intended  solely for the
purpose of defining the  relative  rights of the Holders on the one hand and the
holders of Senior  Indebtedness of each Subsidiary  Guarantor on the other hand.

                                     -129-

<PAGE>

Nothing  contained  in this  Article or  elsewhere  in this  Indenture or in the
Securities  is  intended  to or  shall  (a)  impair,  as  among  the  Subsidiary
Guarantors,  their  creditors  other than holders of Senior  Indebtedness of the
Subsidiary Guarantors and the Holders of the Securities,  the obligation of each
Subsidiary Guarantor, which is absolute and unconditional, to pay to the Holders
of the  Securities  the principal of (and  premium,  if any) and interest on the
Securities as and when the same shall become due and payable in accordance  with
their terms; or (b) affect the relative rights against any Subsidiary  Guarantor
of the Holders of the  Securities  and  creditors of such  Subsidiary  Guarantor
other than the holders of Senior Indebtedness of such Subsidiary  Guarantor;  or
(c)  prevent  the  Trustee or the Holder of any  Security  from  exercising  all
remedies  otherwise   permitted  by  applicable  law  upon  default  under  this
Indenture,  subject to the rights,  if any, under this Article of the holders of
Senior  Indebtedness  of a Subsidiary  Guarantor to receive  cash,  property and
securities otherwise payable or deliverable to the Trustee or such Holder.


SECTION 1607. Trustee to Effectuate Subordination.

         Each  Holder of a Security by his  acceptance  thereof  authorizes  and
directs  the Trustee on his behalf to take such  action as may be  necessary  or
appropriate  to  effectuate  the  subordination  provided  in this  Article  and
appoints the Trustee his attorney-in-fact for any and all such purposes.


SECTION 1608. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior  Indebtedness of
any Subsidiary  Guarantor to enforce  subordination  as herein provided shall at
any time in any way be  prejudiced  or  impaired by any act or failure to act on
the part of such  Subsidiary  Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by such Subsidiary  Guarantor
with the terms,  provisions and covenants of this  Indenture,  regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing  paragraph,
the holders of Senior Indebtedness of any Subsidiary  Guarantor may, at any time
and from time to time,  without  the  consent of or notice to the Trustee or the
Holders of the Securities,  without  Incurring  responsibility to the Holders of
the Securities and without impairing or releasing the subordination  provided in
this Article or the  obligations  hereunder of the Holders of the  Securities to
the holders of Senior Indebtedness of such Subsidiary  Guarantor,  do any one or
more of the  following:  (i)  change  the  manner,  place or terms of payment or
extend the time of payment of, or renew or alter,  Senior  Indebtedness  of such
Subsidiary  Guarantor,  or otherwise  amend or  supplement  in any manner Senior
Indebtedness of such Subsidiary Guarantor or any instrument  evidencing the same
or any agreement under which Senior Indebtedness of such Subsidiary Guarantor is
outstanding;  (ii) sell,  exchange,  release or otherwise deal with any property
pledged,  mortgaged or otherwise securing Senior Indebtedness of such Subsidiary
Guarantor;  (iii) release any Person liable in any manner for the  collection of
Senior Indebtedness of such

                                     -130-

<PAGE>

Subsidiary  Guarantor;  and (iv) exercise or refrain from  exercising any rights
against such Subsidiary Guarantor and any other Person.


SECTION 1609. Notice to Trustee.

         Each  Subsidiary  Guarantor  shall give  prompt  written  notice to the
Trustee of any fact known to such Subsidiary  Guarantor which would prohibit the
making  of any  payment  to or by the  Trustee  in  respect  of the  Securities.
Notwithstanding  the  provisions of this Article or any other  provision of this
Indenture,  the Trustee shall not be charged with  knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the  Securities,  unless and until the  Trustee  shall have  received
written  notice  thereof  from a  Subsidiary  Guarantor  or a holder  of  Senior
Indebtedness of a Subsidiary Guarantor or from any trustee therefor;  and, prior
to the  receipt  of  any  such  written  notice,  the  Trustee,  subject  to the
provisions  of Section 601,  shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice  provided for in this Section at least three  Business  Days prior to
the date upon which by the terms  hereof any money may  become  payable  for any
purpose  (including,  without  limitation,  the payment of the principal of (and
premium,  if any) or interest on any Security),  then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority
to receive  such money and to apply the same to the purpose for which such money
was received  and shall not be affected by any notice to the contrary  which may
be received by it within three Business Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be entitled
to rely on the  delivery  to it of a  written  notice  by a Person  representing
himself to be a holder of Senior  Indebtedness  of a Subsidiary  Guarantor (or a
trustee  therefor) to  establish  that such notice has been given by a holder of
Senior Indebtedness of such Subsidiary Guarantor (or a trustee therefor). In the
event  that the  Trustee  determines  in good  faith that  further  evidence  is
required  with  respect  to the  right  of any  Person  as a  holder  of  Senior
Indebtedness  of a  Subsidiary  Guarantor  to  participate  in  any  payment  or
distribution  pursuant to this  Article,  the Trustee may request such Person to
furnish evidence to the reasonable  satisfaction of the Trustee as to the amount
of Senior  Indebtedness  of such Subsidiary  Guarantor held by such Person,  the
extent to which  such  Person is  entitled  to  participate  in such  payment or
distribution  and any other facts  pertinent  to the rights of such Person under
this Article,  and if such evidence is not furnished,  the Trustee may defer any
payment to such Person pending  judicial  determination  as to the right of such
Person to receive such payment.


SECTION 1610. Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Subsidiary Guarantors
referred to in this Article,  the Trustee,  subject to the provisions of Section
601, and the Holders of the Securities  shall be entitled to rely upon any order
or  decree  entered  by any  court  of  competent  jurisdiction  in  which  such
Proceeding is pending, or a certificate of the trustee in bankruptcy,  receiver,

                                     -131-

<PAGE>

liquidating trustee, custodian,  assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities,  for the purpose of ascertaining the Persons entitled
to  participate  in such  payment  or  distribution,  the  holders of the Senior
Indebtedness of a Subsidiary Guarantor and other indebtedness of such Subsidiary
Guarantor,  the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.


SECTION 1611. Trustee Not Fiduciary for Holders of Senior Indebtedness of the
              Subsidiary Guarantors.

         The  Trustee  shall  not be  deemed  to owe any  fiduciary  duty to the
holders of Senior  Indebtedness  of any  Subsidiary  Guarantor  and shall not be
liable to any such  holders  if it shall in good  faith  mistakenly  pay over or
distribute  to Holders of Securities  or to any  Subsidiary  Guarantor or to any
other  Person  cash,  property  or  securities  to which any  holders  of Senior
Indebtedness  of such  Subsidiary  Guarantor shall be entitled by virtue of this
Article or otherwise.


SECTION 1612. Rights of Trustee as Holder of Senior Indebtedness of the
              Subsidiary Guarantors; Preservation of Trustee's Rights.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article with respect to any Senior  Indebtedness of any
Subsidiary  Guarantor which may at any time be held by it, to the same extent as
any other  holder of  Senior  Indebtedness  of such  Subsidiary  Guarantor,  and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

         Nothing in this  Article  shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.


SECTION 1613. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee  shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  shall  in such  case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this  Article  in  addition  to or in place of the  Trustee;  provided,
however,  that Section  1612 shall not apply to the Company or any  Affiliate of
the Company if it or such Affiliate acts as Paying Agent.


SECTION 1614. Defeasance of this Article Sixteen.

         The subordination of the Subsidiary Guarantees provided by this Article
Sixteen is expressly  made subject to the  provisions for defeasance or covenant
defeasance in Article Thirteen hereof and, anything herein to the contrary

                                     -132-

<PAGE>

notwithstanding,  upon the  effectiveness  of any such  defeasance  or  covenant
defeasance,  the Subsidiary Guarantees then outstanding shall thereupon cease to
be subordinated pursuant to this Article Sixteen.

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


         This instrument may be executed in any number of counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                                     KEY3MEDIA GROUP, INC.

                                                     By
                                                       -------------------------

                                                     Attest:

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


                                                     KEY3MEDIA EVENTS, INC.

                                                     By
                                                       -------------------------

                                                     Attest:

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


                                                     THE BANK OF NEW YORK

                                                     By
                                                       -------------------------

                                                     Attest:

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



                                      -133-

<PAGE>

STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )


         On the  ....  day of  ...........,  ....,  before  me  personally  came
 ...........................,  to me  known,  who,  being by me duly  sworn,  did
depose and say that he is ....................  of Key3Media Group, Inc., one of
the corporations described in and which executed the foregoing instrument;  that
he knows the seal of said corporation;  that the seal affixed to said instrument
is such  corporate  seal;  that it was so affixed by  authority  of the Board of
Directors  of said  corporation;  and that he signed  his name  thereto  by like
authority.


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


STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )


         On the  ....  day of  ...........,  ....,  before  me  personally  came
 ...........................,  to me  known,  who,  being by me duly  sworn,  did
depose      and     say     that     he     is      ....................      of
 .................................,  one of  the  corporations  described  in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that  it was so  affixed  by  authority  of  the  Board  of  Directors  of  said
corporation; and that he signed his name thereto by like authority.



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



                                      -134-


<PAGE>


                                        TABLE OF CONTENTS

                                           ----------
                                                                            PAGE
                                                                            ----

PARTIES........................................................................1
RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS..............................1

                                           ARTICLE ONE

                                DEFINITIONS AND OTHER PROVISIONS
                                     OF GENERAL APPLICATION

SECTION 101.    Definitions....................................................1
                Acquired Indebtedness..........................................2
                Act  ..........................................................2
                Adjusted Consolidated Net Income...............................2
                Affiliate......................................................3
                Applicable Procedures..........................................4
                Asset Acquisition..............................................4
                Asset Sale.....................................................4
                Authenticating Agent...........................................5
                Average Life...................................................5
                Board Resolution...............................................5
                Business Day...................................................5
                Capital Stock..................................................5
                Capitalized Lease Obligation...................................5
                Change of Control..............................................5
                Commission.....................................................6
                Commodity Agreement............................................6
                Company........................................................6
                Company Request" or "Company Order.............................6
                Consolidated EBITDA............................................6
                Consolidated EBITDA Adjustment"................................7
                Consolidated Interest Expense..................................7
                Continuing Director............................................8
                Corporate Trust Office.........................................8
                corporation....................................................8
                Covenant Defeasance............................................8
                Credit Agreement...............................................8
                Currency Agreement.............................................8
                Default........................................................9
                Defaulted Interest.............................................9
                Defeasance.....................................................9
                Depositary.....................................................9
                Designated Noncash Consideration...............................9
                Designated Senior Indebtedness.................................9
                Disqualified Stock.............................................9
                Event of Default..............................................10

--------------
    NOTE:  This table of contents shall not, for any purpose, be deemed to be a
           part of the Indenture.


<PAGE>


                                                                            PAGE
                                                                            ----


                Exchange Act..................................................10
                Expiration Date...............................................10
                Fair Market Value.............................................10
                Foreign Subsidiary............................................10
                GAAP .........................................................10
                Global Security...............................................11
                Guarantee.....................................................11
                Holder........................................................11
                Indebtedness..................................................12
                Indenture.....................................................14
                nitial Subsidiary Guarantor...................................14
                interest......................................................14
                Interest Payment Date.........................................14
                Interest Rate Agreement.......................................14
                Investment....................................................14
                Investment Company Act........................................15
                Leverage Ratio................................................15
                Lien .........................................................16
                Maturity......................................................16
                Moody's.......................................................17
                Net Available Cash............................................17
                Net Cash Proceeds.............................................17
                Notice of Default.............................................17
                Offer to Purchase.............................................17
                Officers' Certificate.........................................19
                Opinion of Counsel............................................19
                Original Issue Discount Security..............................19
                Outstanding...................................................19
                Payment Blockage Period.......................................20
                Paying Agent..................................................20
                Permitted Investment..........................................21
                Person........................................................22
                Place of Payment..............................................22
                Predecessor Security..........................................22
                Preferred Stock...............................................22
                Proceeding....................................................22
                Purchase Money Secured Indebtedness...........................22
                Replacement Assets............................................23
                Redemption Date...............................................23
                Redemption Price..............................................23
                Regular Record Date...........................................23
                Responsible Officer...........................................23
                Restricted Subsidiary.........................................23
                S&P  .........................................................23
                Securities....................................................23


                                      -ii-

<PAGE>

                                                                            PAGE
                                                                            ----


                Securities Act................................................23
                Securities Payment............................................23
                Security Register" and "Security Registrar....................23
                Senior Indebtedness...........................................23
                Senior Nonmonetary Default....................................24
                Senior Payment Default........................................24
                Significant Subsidiary........................................25
                Special Record Date...........................................25
                Stated Maturity...............................................25
                Subsidiary....................................................25
                Subsidiary Guarantee Payment Blockage Period..................25
                Subsidiary Guarantees.........................................25
                Subsidiary Guarantor..........................................25
                Subsidiary Guarantor Payment..................................25
                Subsidiary Guarantor Proceeding...............................25
                Subsidiary Guarantor Senior Nonmonetary Default...............25
                Subsidiary Guarantor Senior Payment Default...................25
                Temporary Cash Investment.....................................25
                Trade Payables................................................26
                Treasury Rate.................................................27
                Trust Indenture Act...........................................27
                Trustee.......................................................27
                Unrestricted Subsidiary.......................................27
                U.S. Government Obligations...................................28
                Vice President................................................28
                Voting Stock..................................................28
                Wholly Owned..................................................29
SECTION 102.    Compliance Certificates and Opinions..........................29
SECTION 103.    Form of Documents Delivered to Trustee........................29
SECTION 104.    Acts of Holders; Record Dates.................................30
SECTION 105.    Notices, Etc., to Trustee and Company.........................32
SECTION 106.    Notice to Holders; Waiver.....................................33
SECTION 107.    Conflict with Trust Indenture Act.............................33
SECTION 108.    Effect of Headings and Table of Contents......................33
SECTION 109.    Successors and Assigns........................................33
SECTION 110.    Separability Clause...........................................34
SECTION 111.    Benefits of Indenture.........................................34
SECTION 112.    Governing Law.................................................34
SECTION 113.    Legal Holidays................................................34

                                   ARTICLE TWO

                     SECURITY AND SUBSIDIARY GUARANTEE FORMS

SECTION 201.    Forms Generally...............................................35


                                      -iii-

<PAGE>


                                                                            PAGE
                                                                            ----


SECTION 202.    Form of Face of Security......................................35
SECTION 203.    Form of Reverse of Security...................................38
SECTION 204.    Form of Legend for Global Securities..........................42
SECTION 205.    Form of Trustee's Certificate of Authentication...............42
SECTION 206.    Form of Guarantee.............................................42

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.    Amount Unlimited; Issuable in Series..........................46
SECTION 302.    Denominations.................................................49
SECTION 303.    Execution, Authentication, Delivery and Dating................49
SECTION 304.    Temporary Securities..........................................51
SECTION 305.    Registration, Registration of Transfer and Exchange...........52
SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities..............54
SECTION 307.    Payment of Interest; Interest Rights Preserved................55
SECTION 308.    Persons Deemed Owners.........................................56
SECTION 309.    Cancellation..................................................57
SECTION 310.    Computation of Interest.......................................57
SECTION 311.    CUSIP Numbers.................................................57

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture.......................58
SECTION 402.    Application of Trust Money....................................59

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.    Events of Default.............................................59
SECTION 502.    Acceleration of Maturity; Rescission and Annulment............62
SECTION 503.    Collection of Indebtedness and Suits for Enforcement by
                Trustee.......................................................63
SECTION 504.    Trustee May File Proofs of Claim..............................64
SECTION 505.    Trustee May Enforce Claims Without Possession of
                Securities....................................................64
SECTION 506.    Application of Money Collected................................65
SECTION 507.    Limitation on Suits...........................................65
SECTION 508.    Unconditional Right of Holders to ReceivePrincipal,
                Premium and Interest and to Convert...........................66
SECTION 509.    Restoration of Rights and Remedies............................66


                                      -iv-

<PAGE>


                                                                            PAGE
                                                                            ----


SECTION 510.    Rights and Remedies Cumulative................................66
SECTION 511.    Delay or Omission Not Waiver..................................66
SECTION 512.    Control by Holders............................................67
SECTION 513.    Waiver of Past Defaults.......................................67
SECTION 514.    Undertaking for Costs.........................................67
SECTION 515.    Waiver of Usury, Stay or Extension Laws.......................68

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities...........................68
SECTION 602.    Notice of Defaults............................................68
SECTION 603.    Certain Rights of Trustee.....................................69
SECTION 604.    Not Responsible for Recitals or Issuance of Securities........70
SECTION 605.    May Hold Securities...........................................70
SECTION 606.    Money Held in Trust...........................................70
SECTION 607.    Compensation and Reimbursement................................71
SECTION 608.    Conflicting Interests.........................................71
SECTION 609.    Corporate Trustee Required; Eligibility.......................72
SECTION 610.    Resignation and Removal; Appointment of Successor.............72
SECTION 611.    Acceptance of Appointment by Successor........................74
SECTION 612.    Merger, Conversion, Consolidation or Succession to
                Business......................................................75
SECTION 613.    Preferential Collection of Claims Against Company.............75
SECTION 614.    Appointment of Authenticating Agent...........................75

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and Addresses of
                Holders.......................................................77
SECTION 702.    Preservation of Information; Communications to Holders........78
SECTION 703.    Reports by Trustee............................................78
SECTION 704.    Reports by Company............................................78

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    Company May Consolidate, Etc., Only on Certain Terms..........79
SECTION 802.    Mergers, Consolidations and Certain Sales of Assets by
                Subsidiary Guarantors.........................................80
SECTION 803.    Successor Substituted.........................................81


                                       -v-

<PAGE>

                                                                            PAGE
                                                                            ----


                                          ARTICLE NINE

                                     SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures Without Consent of Holders............82
SECTION 902.    Supplemental Indentures With Consent of Holders...............83
SECTION 903.    Execution of Supplemental Indentures..........................84
SECTION 904.    Effect of Supplemental Indentures.............................85
SECTION 905.    Conformity with Trust Indenture Act...........................85
SECTION 906.    Reference in Securities to Supplemental Indentures............85
SECTION 907.    Subordination Unimpaired......................................85

                                       ARTICLE TEN

                                        COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest....................85
SECTION 1002.   Maintenance of Office or Agency...............................86
SECTION 1003.   Money for Securities Payments to Be Held in Trust.............86
SECTION 1004.   Statement by Officers as to Default...........................88
SECTION 1005.   Waiver of Certain Covenants...................................88
SECTION 1006.   Existence.....................................................88
SECTION 1007.   Limitation on Indebtedness....................................88
SECTION 1008.   Limitation on Senior Subordinated Indebtedness................91
SECTION 1009.   Limitation on Restricted Payments.............................91
SECTION 1010.   Limitation on Dividend and Other Payment Restrictions
                Affecting Restricted Subsidiaries.............................96
SECTION 1011.   Limitation on the Issuance and Sale of Capital Stock of
                Restricted Subsidiaries.......................................98
SECTION 1012.   Future Subsidiary Guarantors..................................99
SECTION 1013.   Limitation on Transactions with Affiliates....................99
SECTION 1014.   Limitation on Liens..........................................100
SECTION 1015.   Limitation on Asset Sales....................................102
SECTION 1016.   Repurchase of Securities of  Upon a Change of Control........104
SECTION 1017.   Reports and Reports to Holders...............................104

                                     ARTICLE ELEVEN

                                REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article.....................................105
SECTION 1102.   Election to Redeem; Notice to Trustee........................105
SECTION 1103.   Selection by Trustee of Securities to Be Redeemed............105
SECTION 1104.   Notice of Redemption.........................................106


                                      -vi-

<PAGE>


                                                                            PAGE
                                                                            ----


SECTION 1105.   Deposit of Redemption Price..................................107
SECTION 1106.   Securities Payable on Redemption Date........................107
SECTION 1107.   Securities Redeemed in Part..................................108

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.   Applicability of Article.....................................108
SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities........108
SECTION 1203.   Redemption of Securities for Sinking Fund....................109

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.   Company's Option to Effect Defeasance or Covenant
                Defeasance...................................................109
SECTION 1302.   Defeasance and Discharge.....................................110
SECTION 1303.   Covenant Defeasance..........................................110
SECTION 1304.   Conditions to Defeasance or Covenant Defeasance..............111
SECTION 1305.   Deposited Money and U.S. Government Obligations to Be
                Held in Trust; Miscellaneous Provisions......................113
SECTION 1306.   Reinstatement................................................114

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1401.   Securities Subordinate to Senior Indebtedness................114
SECTION 1402.   Payment Over of Proceeds Upon Dissolution, Etc...............115
SECTION 1403.   No Payment When Senior Indebtedness in Default...............116
SECTION 1404.   Payment Permitted if No Default..............................117
SECTION 1405.   Subrogation to Rights of Holders of Senior Indebtedness
                of the Company...............................................118
SECTION 1406.   Provisions Solely to Define Relative Rights..................118
SECTION 1407.   Trustee to Effectuate Subordination..........................119
SECTION 1408.   No Waiver of Subordination Provisions........................119
SECTION 1409.   Notice to Trustee............................................119
SECTION 1410.   Reliance on Judicial Order or Certificate of Liquidating
                Agent........................................................120
SECTION 1411.   Trustee Not Fiduciary for Holders of Senior Indebtedness
                of the Company...............................................120
SECTION 1412.   Rights of Trustee as Holder of Senior Indebtedness of the
                Company; Preservation of Trustee's Rights....................121
SECTION 1413.   Article Applicable to Paying Agents..........................121


                                      -vii-

<PAGE>


                                                                            PAGE
                                                                            ----


                                 ARTICLE FIFTEEN

                              SUBSIDIARY GUARANTEE

SECTION 1414.   Defeasance of this Article Fourteen..........................121
SECTION 1501.   Subsidiary Guarantee.........................................121
SECTION 1502.   Execution and Delivery of Subsidiary Guarantees..............124
SECTION 1503.   Subsidiary Guarantors May Consolidate, Etc., on
                Certain Terms................................................124
SECTION 1504.   Release of Subsidiary Guarantors.............................124
SECTION 1505.   Additional Subsidiary Guarantors.............................125

                                 ARTICLE SIXTEEN

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

SECTION 1601.   Subsidiary Guarantees Subordinate to Senior
                Indebtedness of Subsidiary Guarantors........................126
SECTION 1602.   Payment Over of Proceeds Upon Dissolution, Etc...............126
SECTION 1603.   No Payment When Senior Indebtedness of a
                Subsidiary Guarantor in Default..............................127
SECTION 1604.   Payment Permitted If No Default..............................129
SECTION 1605.   Subrogation to Rights of Holders of Senior
                Indebtedness of a Subsidiary Guarantor.......................129
SECTION 1606.   Provisions Solely to Define Relative Rights..................129
SECTION 1607.   Trustee to Effectuate Subordination..........................130
SECTION 1608.   No Waiver of Subordination Provisions........................130
SECTION 1609.   Notice to Trustee............................................131
SECTION 1610.   Reliance on Judicial Order or Certificate of Liquidating
                Agent........................................................131
SECTION 1611.   Trustee Not Fiduciary for Holders of Senior
                Indebtedness of the Subsidiary Guarantors....................132
SECTION 1612.   Rights of Trustee as Holder of Senior Indebtedness of
                the Subsidiary Guarantors; Preservation of Trustee's
                Rights.......................................................132
SECTION 1613.   Article Applicable to Paying Agents..........................132
SECTION 1614.   Defeasance of this Article Sixteen. .........................132



                                     -viii-